6-K
Largo Inc. (LGO)
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 May 2023
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
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: May 10, 2023
LARGO INC.
By: /s/ Ernest Cleave Name: Ernest Cleave Title: Chief Financial Officer
Largo Inc.: Exhibit 99.1 - Filed by newsfilecorp.com

Largo Inc.
Unaudited Condensed Interim Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022
(Expressed in thousands / 000's of U.S. dollars)
Table of Contents
| Condensed Interim Consolidated Statements of Financial Position | 1 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) | 2 | |||||||||||||||||
| Condensed Interim Consolidated Statements of Changes in Equity | 3 | |||||||||||||||||
| Condensed Interim Consolidated Statements of Cash Flows | 4 | |||||||||||||||||
| Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||||||||||||||
| 1) | Nature of operations | 5 | ||||||||||||||||
| 2) | Statement of compliance | 5 | ||||||||||||||||
| 3) | Basis of preparation, significant accounting policies, and future accounting changes | 5 | ||||||||||||||||
| 4) | Amounts receivable | 6 | ||||||||||||||||
| 5) | Inventory | 6 | ||||||||||||||||
| 6) | Other intangible assets | 6 | ||||||||||||||||
| 7) | Mine properties, plant and equipment | 7 | ||||||||||||||||
| 8) | Accounts payable and accrued liabilities | 8 | ||||||||||||||||
| 9) | Debt | 8 | ||||||||||||||||
| 10) | Issued capital | 9 | ||||||||||||||||
| 11) | Equity reserves | 10 | ||||||||||||||||
| 12) | Earnings (loss) per share | 11 | ||||||||||||||||
| 13) | Taxes | 11 | ||||||||||||||||
| 14) | Related party transactions | 12 | ||||||||||||||||
| 15) | Segmented disclosure | 12 | ||||||||||||||||
| 16) | Commitments and contingencies | 14 | ||||||||||||||||
| 17) | Financial instruments | 15 | ||||||||||||||||
| 18) | Revenues | 18 | ||||||||||||||||
| 19) | Expenses | 18 | ||||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Condensed Interim Consolidated Statements of Financial Position | ||||||||||||||||||
| --- | ||||||||||||||||||
| As at | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| March 31, | December 31, | |||||||||||||||||
| Notes | 2023 | 2022 | ||||||||||||||||
| Assets | ||||||||||||||||||
| Cash | $ | 61,575 | $ | 54,471 | ||||||||||||||
| Restricted cash | 734 | 470 | ||||||||||||||||
| Amounts receivable | 4 | 33,808 | 20,975 | |||||||||||||||
| Inventory | 5 | 56,853 | 64,221 | |||||||||||||||
| Prepaid expenses | 9,765 | 14,007 | ||||||||||||||||
| Total Current Assets | 162,735 | 154,144 | ||||||||||||||||
| Other intangible assets | 6 | 7,001 | 7,263 | |||||||||||||||
| Mine properties, plant and equipment | 7 | 186,573 | 175,237 | |||||||||||||||
| Vanadium assets | 23,100 | 14,510 | ||||||||||||||||
| Deferred income tax asset | 13(b) | 3,035 | 4,596 | |||||||||||||||
| Total Non-current Assets | 219,709 | 201,606 | ||||||||||||||||
| Total Assets | $ | 382,444 | $ | 355,750 | ||||||||||||||
| Liabilities | ||||||||||||||||||
| Current portion of lease liability | $ | 586 | $ | 581 | ||||||||||||||
| Accounts payable and accrued liabilities | 8 | 25,005 | 26,634 | |||||||||||||||
| Deferred revenue | 2,266 | 1,698 | ||||||||||||||||
| Debt | 9 | 9,000 | 4,000 | |||||||||||||||
| Current portion of provisions | 6,533 | 6,060 | ||||||||||||||||
| Total Current Liabilities | 43,390 | 38,973 | ||||||||||||||||
| Lease liability | 1,339 | 1,473 | ||||||||||||||||
| Non-current accounts payable and accrued liabilities | 8 | 285 | 326 | |||||||||||||||
| Long term debt | 9 | 56,000 | 36,000 | |||||||||||||||
| Provisions | 4,544 | 4,424 | ||||||||||||||||
| Total Non-current Liabilities | 62,168 | 42,223 | ||||||||||||||||
| Total Liabilities | 105,558 | 81,196 | ||||||||||||||||
| Equity | ||||||||||||||||||
| Issued capital | 10 | 411,957 | 411,646 | |||||||||||||||
| Equity reserves | 11 | 12,006 | 14,138 | |||||||||||||||
| Accumulated other comprehensive loss | (107,284 | ) | (112,165 | ) | ||||||||||||||
| Deficit | (48,986 | ) | (48,227 | ) | ||||||||||||||
| Equity attributable to owners of the Company | 267,693 | 265,392 | ||||||||||||||||
| Non-controlling Interest | 9,193 | 9,162 | ||||||||||||||||
| Total Equity | 276,886 | 274,554 | ||||||||||||||||
| Total Liabilities and Equity | $ | 382,444 | $ | 355,750 | ||||||||||||||
| Commitments and contingencies | 7, 16 | |||||||||||||||||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 1 | |||||||||||||||||
| --- | --- | |||||||||||||||||
| --The accompanying notes form an integral part of the consolidated financial statements-- | ||||||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) | ||||||||||||||||||
| --- | ||||||||||||||||||
| Three Months ended | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| March 31, | ||||||||||||||||||
| Notes | 2023 | 2022 | ||||||||||||||||
| Revenues | 18 | $ | 57,421 | $ | 42,688 | |||||||||||||
| Expenses | ||||||||||||||||||
| Operating costs | 19 | (45,931 | ) | (28,958 | ) | |||||||||||||
| Professional, consulting and management fees | (5,539 | ) | (5,916 | ) | ||||||||||||||
| Foreign exchange gain (loss) | 417 | (1,467 | ) | |||||||||||||||
| Other general and administrative expenses | (3,273 | ) | (1,655 | ) | ||||||||||||||
| Share-based payments | 11 | 1,342 | (810 | ) | ||||||||||||||
| Finance costs | 19 | (1,426 | ) | (177 | ) | |||||||||||||
| Interest income | 712 | 184 | ||||||||||||||||
| Technology start-up costs | (2,769 | ) | (2,970 | ) | ||||||||||||||
| Exploration and evaluation costs | (239 | ) | (105 | ) | ||||||||||||||
| (56,706 | ) | (41,874 | ) | |||||||||||||||
| Net income before tax | $ | 715 | $ | 814 | ||||||||||||||
| Income tax expense | 13(a) | (333 | ) | (602 | ) | |||||||||||||
| Deferred income tax expense | 13(a) | (1,589 | ) | (2,166 | ) | |||||||||||||
| Net loss | $ | (1,207 | ) | $ | (1,954 | ) | ||||||||||||
| Other comprehensive income | ||||||||||||||||||
| Items that subsequently will be reclassified to operations: | ||||||||||||||||||
| Unrealized gain on foreign currency translation | 4,881 | 26,612 | ||||||||||||||||
| Comprehensive income | $ | 3,674 | $ | 24,658 | ||||||||||||||
| Net loss attributable to: | ||||||||||||||||||
| Owners of the Company | $ | (1,238 | ) | $ | (1,849 | ) | ||||||||||||
| Non-controlling interests | $ | 31 | $ | (105 | ) | |||||||||||||
| $ | (1,207 | ) | $ | (1,954 | ) | |||||||||||||
| Comprehensive income attributable to: | ||||||||||||||||||
| Owners of the Company | $ | 3,643 | $ | 24,760 | ||||||||||||||
| Non-controlling interests | $ | 31 | $ | (102 | ) | |||||||||||||
| $ | 3,674 | $ | 24,658 | |||||||||||||||
| Basic loss per Common Share | 12 | $ | (0.02 | ) | $ | (0.03 | ) | |||||||||||
| Diluted loss per Common Share | 12 | $ | (0.02 | ) | $ | (0.03 | ) | |||||||||||
| Weighted Average Number of Shares Outstanding (in 000's) | ||||||||||||||||||
| - Basic | 12 | 64,006 | 64,747 | |||||||||||||||
| - Diluted | 12 | 64,006 | 64,747 | |||||||||||||||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 2 | |||||||||||||||||
| --- | --- | |||||||||||||||||
| --The accompanying notes form an integral part of the consolidated financial statements-- | ||||||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Condensed Interim Consolidated Statements of Changes in Equity | ||||||||||||||||||
| --- | ||||||||||||||||||
| Attributable to owners of the Company | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Issued | Equity | Accumulated Other | Non-controlling | Shareholders' | ||||||||||||||
| Shares | Capital | Reserves | Comprehensive Loss | Deficit | interest | Equity | ||||||||||||
| Balance at December 31, 2021 | 64,727 | $ | 415,982 | $ | 17,814 | $ | (118,772 | ) | $ | (49,327 | ) | $ | - | $ | 265,697 | |||
| Grant of stock options and restricted share units | - | - | 43 | - | - | - | 43 | |||||||||||
| Share-based payments | - | - | 767 | - | - | - | 767 | |||||||||||
| Exercise of warrants | 10 | 124 | (34 | ) | - | - | - | 90 | ||||||||||
| Exercise of restricted share units | 79 | 1,094 | (1,094 | ) | - | - | - | - | ||||||||||
| Sale of non-controlling interest | - | - | - | - | - | 250 | 250 | |||||||||||
| Currency translation adjustment | - | - | - | 26,609 | - | 3 | 26,612 | |||||||||||
| Net loss for the period | - | - | - | - | (1,849 | ) | (105 | ) | (1,954 | ) | ||||||||
| Balance at March 31, 2022 | 64,816 | $ | 417,200 | $ | 17,496 | $ | (92,163 | ) | $ | (51,176 | ) | $ | 148 | $ | 291,505 | |||
| Balance at December 31, 2022 | 64,006 | $ | 411,646 | $ | 14,138 | $ | (112,165 | ) | $ | (48,227 | ) | $ | 9,162 | $ | 274,554 | |||
| Share-based payments | - | - | (1,821 | ) | - | 479 | - | (1,342 | ) | |||||||||
| Exercise of restricted share units | 25 | 311 | (311 | ) | - | - | - | - | ||||||||||
| Currency translation adjustment | - | - | - | 4,881 | - | - | 4,881 | |||||||||||
| Net (loss) income for the period | - | - | - | - | (1,238 | ) | 31 | (1,207 | ) | |||||||||
| Balance at March 31, 2023 | 64,031 | $ | 411,957 | $ | 12,006 | $ | (107,284 | ) | $ | (48,986 | ) | $ | 9,193 | $ | 276,886 | |||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 3 | |||||||||||||||||
| --- | --- | |||||||||||||||||
| --The accompanying notes form an integral part of the consolidated financial statements-- | ||||||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Condensed Interim Consolidated Statements of Cash Flows | ||||||||||||||||||
| --- | ||||||||||||||||||
| Three Months ended | ||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | |||||||||||
| March 31, | ||||||||||||||||||
| Notes | 2023 | 2022 | ||||||||||||||||
| Operating Activities | ||||||||||||||||||
| Net loss for the period | $ | (1,207 | ) | $ | (1,954 | ) | ||||||||||||
| Adjustment for Non-cash Items | ||||||||||||||||||
| Depreciation | 8,044 | 4,723 | ||||||||||||||||
| Share-based payments | 11 | (1,342 | ) | 810 | ||||||||||||||
| Unrealized foreign exchange loss (gain) | 19 | (589 | ) | |||||||||||||||
| Finance costs | 19 | 1,426 | 177 | |||||||||||||||
| Interest income | (712 | ) | (184 | ) | ||||||||||||||
| Income tax expense | 13(a) | 333 | 602 | |||||||||||||||
| Deferred income tax expense | 13(a) | 1,589 | 2,166 | |||||||||||||||
| Cash Provided Before Working Capital Items | 8,150 | 5,751 | ||||||||||||||||
| Change in amounts receivable | (12,523 | ) | 386 | |||||||||||||||
| Change in inventory | 6,798 | (12,299 | ) | |||||||||||||||
| Change in prepaid expenses | 4,412 | 746 | ||||||||||||||||
| Changes in accounts payable and accrued liabilities and provisions | (2,452 | ) | (234 | ) | ||||||||||||||
| Change in deferred revenue | 568 | 1,600 | ||||||||||||||||
| Net Cash Provided by (Used in) Operating Activities | 4,953 | (4,050 | ) | |||||||||||||||
| Financing Activities | ||||||||||||||||||
| Receipt of debt | 9 | 25,000 | - | |||||||||||||||
| Interest received | 712 | 184 | ||||||||||||||||
| Lease payments | (143 | ) | (139 | ) | ||||||||||||||
| Change in restricted cash | (264 | ) | - | |||||||||||||||
| Sale of non-controlling interest | - | 250 | ||||||||||||||||
| Issuance of common shares | 11 | - | 90 | |||||||||||||||
| Net Cash Provided by Financing Activities | 25,305 | 385 | ||||||||||||||||
| Investing Activities | ||||||||||||||||||
| Intangible assets | (90 | ) | (973 | ) | ||||||||||||||
| Mine properties, plant and equipment | (14,726 | ) | (3,295 | ) | ||||||||||||||
| Vanadium assets | (8,590 | ) | - | |||||||||||||||
| Net Cash Used in Investing Activities | (23,406 | ) | (4,268 | ) | ||||||||||||||
| Effect of foreign exchange on cash | 252 | 2,537 | ||||||||||||||||
| Net Change in Cash | 7,104 | (5,396 | ) | |||||||||||||||
| Cash position - beginning of the period | 54,471 | 83,790 | ||||||||||||||||
| Cash Position - end of the period | $ | 61,575 | $ | 78,394 | ||||||||||||||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 4 | |||||||||||||||||
| --- | --- | |||||||||||||||||
| --The accompanying notes form an integral part of the consolidated financial statements-- | ||||||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||||||||||||||
| --- |
1) Nature of operations
Largo Inc. ("the Company") is a producer and supplier of high-quality vanadium products, which are sourced from one of the world's highest-grade vanadium deposits at the Company's Maracás Menchen Mine located in Brazil. The Company is also focused on the advancement of renewable energy storage solutions through Largo Clean Energy and its vanadium redox flow battery technology ("VRFB"), as well as providing investors with exposure to physical vanadium through Largo Physical Vanadium Corp. ("LPV"). In addition to advancing its US- based clean energy storage business, the Company is in the process of implementing an ilmenite concentration plant using feedstock from its existing operations. While the Company's Maracás Menchen Mine has reached commercial production, future changes in market conditions and feasibility estimates could result in the Company's mineral resources not being economically recoverable.
The Company is a corporation governed by the Business Corporations Act (Ontario) and domiciled in Canada whose shares are listed on the Toronto Stock Exchange ("TSX") and on the Nasdaq Stock Market ("Nasdaq"). The head office, principal address and records office of the Company are located at 55 University Avenue, Suite 1105, Toronto, Ontario, Canada M5J 2H7.
2) Statement of compliance
These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.
The unaudited condensed interim consolidated financial statements were approved by the Board of Directors of the Company on May 9, 2023.
3) Basis of preparation, significant accounting policies, and future accounting changes
The basis of presentation, and accounting policies and methods of their application in these unaudited condensed interim consolidated financial statements, including comparatives, are consistent with those used in the Company's audited annual consolidated financial statements for the year ended December 31, 2022 and should be read in conjunction with those statements.
These unaudited condensed interim consolidated financial statements are presented in thousands of U.S. dollars, unless otherwise noted. References to the symbol "C$" or "CAD" mean the Canadian dollar, references to the symbol "EUR" mean the Euro and references to the symbol "R$" or "BRL" mean the Brazilian real, the official currency of Brazil.
a) Critical judgements and estimation uncertainties
The preparation of unaudited condensed interim consolidated financial statements requires the Company's management to make judgments, estimates and assumptions about the carrying amount of its assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are disclosed in note 3(d) of the Company's audited annual consolidated financial statements for the year ended December 31, 2022. There have been no significant changes to the areas of estimation and judgment during the three months ended March 31, 2023.
b) Significant accounting policies
These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared following the same accounting policies and methods of computation as the audited annual consolidated financial statements for the year ended December 31, 2022.
Amendments to IAS 1, Presentation of Financial Statements, IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors and IAS 12, Income Taxes, became effective on January 1, 2023 with no impact on the Company's unaudited condensed interim consolidated financial statements.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 5 |
|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |
| --- |
4) Amounts receivable
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Trade receivables | $ | 30,299 | $ | 18,285 |
| Current taxes recoverable - Brazil | 1,645 | 2,156 | ||
| Current taxes recoverable - Other | 1,742 | 506 | ||
| Other receivables | 122 | 28 | ||
| Total | $ | 33,808 | $ | 20,975 |
5) Inventory
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Finished products | $ | 41,142 | $ | 48,546 |
| Work-in-process | 387 | 998 | ||
| Stockpiles | 92 | 284 | ||
| Warehouse materials | 15,232 | 14,393 | ||
| Total | $ | 56,853 | $ | 64,221 |
During the three months ended March 31, 2023, the Company recognized a net realizable value write-down of $107 for battery components (three months ended March 31, 2022 - $nil), with the write-down included in technology start-up costs. The value of battery components inventory at March 31, 2023 and December 31, 2022 was $nil. As inventory is sold, previously recorded net realizable value write-downs are reclassified from inventory write-down to direct mine and production costs or product acquisition costs as appropriate (note 19).
6) Other intangible assets
At March 31, 2023, the remaining estimated useful life of patents held by the Company was 7.75 years (December 31, 2022 - 8 years). At March 31, 2023, the remaining estimated useful life of capitalized software costs was 4.75 years (December 31, 2022 - 5 years).
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 6 | |||||
|---|---|---|---|---|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||
| --- | ||||||
| Intellectual | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| Property | Software | Total | ||||
| Cost | ||||||
| Balance at December 31, 2021 | $ | 4,366 | $ | - | $ | 4,366 |
| Additions | - | 4,041 | 4,041 | |||
| Balance at December 31, 2022 | $ | 4,366 | $ | 4,041 | $ | 8,407 |
| Additions | - | 49 | 49 | |||
| Balance at March 31, 2023 | $ | 4,366 | $ | 4,090 | $ | 8,456 |
| Accumulated Depreciation | ||||||
| Balance at December 31, 2021 | $ | 437 | $ | - | $ | 437 |
| Depreciation | 436 | 271 | 707 | |||
| Balance at December 31, 2022 | $ | 873 | $ | 271 | $ | 1,144 |
| Depreciation | 109 | 202 | 311 | |||
| Balance at March 31, 2023 | $ | 982 | $ | 473 | $ | 1,455 |
| Net Book Value | ||||||
| At December 31, 2022 | $ | 3,493 | $ | 3,770 | $ | 7,263 |
| At March 31, 2023 | $ | 3,384 | $ | 3,617 | $ | 7,001 |
7) Mine properties, plant and equipment
At March 31, 2023 and December 31, 2022, the Company's economic interest in the Maracás Menchen Mine totaled 99.94%. The remaining 0.06% economic interest is held by Companhia Baiana de Pesquisa Mineral ("CBPM") owned by the state of Bahia. CBPM retains a 3% net smelter royalty ("NSR") in the Maracás Menchen Mine. The property is also subject to a royalty of 2% on certain operating costs under the Brazilian Mining Act. Under a separate agreement, Anglo Pacific Plc receives a 2% NSR in the Maracás Menchen Mine.
| Office and<br>Computer<br>Equipment | Vehicles | Mine<br>Properties | Buildings,<br>Plant and<br>Equipment | Construction<br>In Progress | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cost | ||||||||||||||||
| Balance at December 31, 2021 | $ | 3,968 | $ | 243 | $ | 94,477 | $ | 163,234 | $ | 5,113 | $ | 267,035 | ||||
| Additions | 2,530 | 61 | 7,147 | 6,788 | 27,575 | 44,101 | ||||||||||
| Disposals | (152 | ) | - | - | (4,205 | ) | - | (4,357 | ) | |||||||
| Reclassifications | - | - | - | 3,523 | (3,523 | ) | - | |||||||||
| Effects of changes in foreign | ||||||||||||||||
| exchange rates | 42 | 17 | 4,831 | 10,963 | 259 | 16,112 | ||||||||||
| Balance at December 31, 2022 | $ | 6,388 | $ | 321 | $ | 106,455 | $ | 180,303 | $ | 29,424 | $ | 322,891 | ||||
| Additions | 105 | - | 6,624 | 88 | 6,742 | 13,559 | ||||||||||
| Reclassifications | - | - | - | 14 | (14 | ) | - | |||||||||
| Effects of changes in foreign | ||||||||||||||||
| exchange rates | 17 | 8 | 2,354 | 4,624 | 1,048 | 8,051 | ||||||||||
| Balance at March 31, 2023 | $ | 6,510 | $ | 329 | $ | 115,433 | $ | 185,029 | $ | 37,200 | $ | 344,501 | ||||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 7 | |||||||||||||||
| --- | --- | |||||||||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||||||||||||
| --- | ||||||||||||||||
| Office and<br>Computer<br>Equipment | Vehicles | Mine<br>Properties | Buildings,<br>Plant and<br>Equipment | Construction<br>In Progress | Total | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| Accumulated Depreciation | ||||||||||||||||
| Balance at December 31, 2021 | $ | 508 | $ | 243 | $ | 32,450 | $ | 87,175 | $ | - | $ | 120,376 | ||||
| Depreciation | 1,198 | 5 | 4,701 | 18,270 | - | 24,174 | ||||||||||
| Disposals | (152 | ) | - | - | (4,205 | ) | - | (4,357 | ) | |||||||
| Effects of changes in foreign | ||||||||||||||||
| exchange rates | 21 | 17 | 1,595 | 5,828 | - | 7,461 | ||||||||||
| Balance at December 31, 2022 | $ | 1,575 | $ | 265 | $ | 38,746 | $ | 107,068 | $ | - | $ | 147,654 | ||||
| Depreciation | 302 | 3 | 1,389 | 4,768 | - | 6,462 | ||||||||||
| Effects of changes in foreign | ||||||||||||||||
| exchange rates | 11 | 7 | 829 | 2,965 | - | 3,812 | ||||||||||
| Balance at March 31, 2023 | $ | 1,888 | $ | 275 | $ | 40,964 | $ | 114,801 | $ | - | $ | 157,928 | ||||
| Net Book Value | ||||||||||||||||
| At December 31, 2022 | $ | 4,813 | $ | 56 | $ | 67,709 | $ | 73,235 | $ | 29,424 | $ | 175,237 | ||||
| At March 31, 2023 | $ | 4,622 | $ | 54 | $ | 74,469 | $ | 70,228 | $ | 37,200 | $ | 186,573 |
Of the additions noted above, $13,473 related to the Mine Properties segment (year ended December 31, 2022 − $36,556) and $85 related to Largo Clean Energy (year ended December 31, 2022 − $3,599).
8) Accounts payable and accrued liabilities
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Accounts payable | $ | 18,064 | $ | 20,459 |
| Accrued liabilities | 3,938 | 3,122 | ||
| Accrued financial costs | 1,545 | 287 | ||
| Other taxes | 1,743 | 3,092 | ||
| Total | $ | 25,290 | $ | 26,960 |
| Current | $ | 25,005 | $ | 26,634 |
| Non-current | 285 | 326 | ||
| Total | $ | 25,290 | $ | 26,960 |
9) Debt
| March 31, | December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | ||||||||
| Total debt | $ | 65,000 | $ | 40,000 | |||||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 8 | ||||||||
| --- | --- | ||||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |||||||||
| --- | |||||||||
| Cash flows | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| December 31, | March 31, | ||||||||
| 2022 | Proceeds | Repayment | 2023 | ||||||
| Total debt | $ | 40,000 | $ | 25,000 | $ | - | $ | 65,000 | |
| Total liabilities from financing activities | $ | 40,000 | $ | 25,000 | $ | - | $ | 65,000 | |
| Cash flows | |||||||||
| December 31, | December 31, | ||||||||
| 2021 | Proceeds | Repayment | 2022 | ||||||
| Total debt | $ | 15,000 | $ | 55,000 | $ | (30,000 | ) | $ | 40,000 |
Credit facilities
In April 2022, the Company repaid in full its $15,000 working capital facility. At the same time, the Company secured a new working capital facility with a bank in Brazil. This facility was fully drawn down and proceeds of $15,000 were received. This facility was originally due to be repaid as a lump sum payment in April 2023, together with accrued interest at a rate of 3.65% per annum. The facility was repaid in full in December 2022.
In October 2022, the Company secured an additional debt facility of $20,000 with a bank in Brazil. The facility is for three years, with equal principal repayments due after 18, 24, 30 and 36 months. In addition to a fee of 0.7%, accrued interest at a rate of 8.33% p.a. is to be paid every six months.
In December 2022, the Company secured an additional debt facility of $20,000 with a bank in Brazil. The facility is for three years, with equal principal repayments due semi-annually after a grace period of 360 days. In addition to a fee of 0.70%, accrued interest at a rate of 8.20% p.a. is to be paid every six months.
In January 2023, the Company secured a two-year debt facility of $15,000, bearing interest at 6.85% per annum. Payments are due quarterly with principal repayments starting after a grace period of 180 days. Also in January 2023, the Company secured a three-year debt facility of $10,000, bearing interest at 8.36% per annum and an initial fee of 0.70%. Payments are due semi-annually with principal repayments starting after a grace period of 360 days.
10) Issued capital
a) Authorized
Unlimited common shares without par value.
b) Issued
| Three months ended | Year ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2023 | December 31, 2022 | |||||||
| Number of | Number of | |||||||
| Shares | Cost | Shares | Cost | |||||
| Balance, beginning of the period | 64,006 | $ | 411,646 | 64,727 | $ | 415,982 | ||
| Exercise of warrants (note 11) | - | - | 10 | 124 | ||||
| Exercise of stock options (note 11) | - | - | 36 | 320 | ||||
| Exercise of restricted share units (note 11) | 25 | 311 | 106 | 1,308 | ||||
| Share repurchase | - | - | (873 | ) | (6,088 | ) | ||
| Balance, end of the period | 64,031 | $ | 411,957 | 64,006 | $ | 411,646 | ||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 9 | |||||||
| --- | --- | |||||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||||
| --- |
11) Equity reserves
| RSUs | Options | Warrants | ||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Weighted | Weighted | |||||||||||||||||||||||
| average | average | |||||||||||||||||||||||
| exercise | exercise | Total | ||||||||||||||||||||||
| Number | Value | Number | price | Value | Number | price | Value | value | ||||||||||||||||
| December 31, 2021 | 216 | $ | 1,551 | 889 | C$ | 12.78 | $ | 4,857 | 1,832 | C$ | 11.78 | $ | 11,406 | $ | 17,814 | |||||||||
| Share-based payments | - | 564 | - | - | 1,714 | - | - | - | 2,278 | |||||||||||||||
| Granted | 111 | 640 | 363 | 11.79 | 359 | - | - | - | 999 | |||||||||||||||
| Exercised | (123 | ) | (1,308 | ) | (36 | ) | (6.70 | ) | (133 | ) | (10 | ) | (11.50 | ) | (34 | ) | (1,475 | ) | ||||||
| Expired | - | - | - | - | - | (1,480 | ) | - | (4,573 | ) | (4,573 | ) | ||||||||||||
| Forfeited | (4 | ) | (7 | ) | (208 | ) | (13.23 | ) | (898 | ) | - | - | - | (905 | ) | |||||||||
| December 31, 2022 | 200 | $ | 1,440 | 1,008 | C$ | 12.55 | $ | 5,899 | 342 | C$ | 13.00 | $ | 6,799 | $ | 14,138 | |||||||||
| Share-based payments | - | 215 | - | - | 181 | - | - | - | 396 | |||||||||||||||
| Granted | - | - | 34 | 8.04 | 78 | - | - | - | 78 | |||||||||||||||
| Exercised | (37 | ) | (311 | ) | - | - | - | - | - | - | (311 | ) | ||||||||||||
| Forfeited | (83 | ) | (644 | ) | (403 | ) | (12.21 | ) | (1,651 | ) | - | - | - | (2,295 | ) | |||||||||
| March 31, 2023 | 80 | $ | 700 | 639 | C$ | 12.51 | $ | 4,507 | 342 | C$ | 13.00 | $ | 6,799 | $ | 12,006 |
During the three months ended March 31, 2023, the Company recognized a net share-based payment expense recovery related to the forfeiture and vesting of stock options and RSUs granted to the Company's directors, officers, employees and consultants of $1,342 (three months ended March 31, 2022 - expense of $810). The total share-based payment amount was charged to operations.
a) RSUs
During the three months ended March 31, 2022, the Company granted 111 RSUs to officers and employees of the Company. These RSUs vest over time, with one-third vesting during each of the years ended 2022, 2023 and 2024.
b) Stock options
| Weighted | Weighted | |||
|---|---|---|---|---|
| average | average | |||
| No. | No. | remaining | exercise | |
| Range of prices | outstanding | exercisable | life (years) | price |
| C$ 6.70 - 10.00 | 355 | 332 | 3.3 | C 6.94 |
| 15.01 - 20.00 | 223 | 103 | 3.6 | 17.32 |
| 20.01 - 25.00 | 29 | 29 | 0.4 | 24.00 |
| 30.01 - 30.40 | 32 | 32 | 0.8 | 30.40 |
| 639 | 496 | C 12.51 |
All values are in US Dollars.
During the three months ended March 31, 2023, the Company granted 34 (year ended December 31, 2022 - 363) stock options with a weighted average exercise price of C$8.04. The chart below details the inputs to the Black-Scholes model used in determining the fair value of the options granted during the year (with 0% dividend yield and 0% expected forfeiture rate).
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 10 | |||
|---|---|---|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||
| --- | ||||
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| March 31, 2023 | March 31, 2022 | |||
| Risk-free interest rate | 3.13% | 1.62% | ||
| Expected volatility | 68.58% | 75.50% | ||
| Expected life of options | 5 | 5 | ||
| Fair value on grant date | $ | 4.75 | $ | 6.93 |
| Exercise price | $ | 8.04 | $ | 11.22 |
| Number of options granted (000) | 34 | 54 | ||
| Expiry | 01/12/28 | 01/20/27 |
Options vest in equal installments of one-third on the anniversary date of the grant. The remaining weighted average contractual life of options outstanding at March 31, 2023 was 3.1 years (December 31, 2022 - 2.7 years).
c) Warrants
| Expected | Risk-free | ||||||
|---|---|---|---|---|---|---|---|
| No. | No. | Grant | Expiry | Exercise | Expected | dividend | Interest |
| outstanding | exercisable | Date | Date | price | life (years) | yield | rate |
| 342 | 342 | 12/07/20 | 12/08/25 | C 13.00 | 5.00 | 0% | 0% |
| 342 | 342 | C 13.00 |
All values are in US Dollars.
12) Earnings (loss) per share
The total number of shares issuable from options, warrants and RSUs that are excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive was 1,061 for the three months ended March 31, 2023 (three months ended March 31, 2022 - 2,884).
13) Taxes
a) Tax expense
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2023 | 2022 | |||||
| Income tax expense | $ | (333 | ) | $ | (602 | ) |
| Deferred income tax expense | (1,589 | ) | (2,166 | ) | ||
| Total | $ | (1,922 | ) | $ | (2,768 | ) |
b) Changes in deferred tax assets and liabilities
| Three months | ||||||
|---|---|---|---|---|---|---|
| ended | Year ended | |||||
| March 31, | December 31, | |||||
| 2023 | 2022 | |||||
| Net deferred income tax asset, beginning of the period | $ | 4,596 | $ | 3,343 | ||
| Deferred income tax (expense) recovery | (1,589 | ) | 1,423 | |||
| Effect of foreign exchange | 28 | (170 | ) | |||
| Net deferred income tax asset, end of the period | $ | 3,035 | $ | 4,596 | ||
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 11 | |||||
| --- | --- | |||||
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||
| --- | ||||||
| March 31, | December 31, | |||||
| --- | --- | --- | --- | --- | ||
| 2023 | 2022 | |||||
| Deferred income tax asset | $ | 3,035 | $ | 4,596 | ||
| Net deferred income tax asset | $ | 3,035 | $ | 4,596 |
14) Related party transactions
In accordance with IAS 24, key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.
The remuneration of directors and other members of key management personnel during the period was as follows:
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2023 | 2022 | |||
| Short-term benefits | $ | 1,090 | $ | 634 |
| Share-based payments | 129 | 683 | ||
| Total | $ | 1,219 | $ | 1,317 |
Refer to note 16 for additional commitments with management.
15) Segmented disclosure
The Company has six operating segments: sales & trading, mine properties, corporate, exploration and evaluation properties ("E&E properties") (included as part of inter-segment transactions & other), Largo Clean Energy and Largo Physical Vanadium. Corporate includes the corporate team that provides administrative, technical, financial and other support to all of the Company's business units, as well as being part of the Company's sales structure.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 12 | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | ||||||||||||||||||||
| --- | ||||||||||||||||||||
| Inter- | ||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Largo | Largo | segment | ||||||||||||||||||
| Sales & | Mine | Clean | Physical | transactions | ||||||||||||||||
| trading | properties | Corporate | Energy | Vanadium | & other | Total | ||||||||||||||
| Three months ended March 31, 2023 | ||||||||||||||||||||
| Revenues | $ | 50,434 | $ | 38,582 | $ | 38,771 | $ | - | $ | - | $ | (70,366 | $ | 57,421 | ||||||
| Operating costs | (47,927 | ) | (34,189 | ) | (37,656 | ) | - | - | 73,841 | (45,931 | ) | |||||||||
| Professional, consulting and management fees | (446 | ) | (844 | ) | (1,687 | ) | (2,402 | ) | (160 | ) | - | (5,539 | ) | |||||||
| Foreign exchange gain (loss) | 54 | 252 | 87 | (9 | ) | 33 | - | 417 | ||||||||||||
| Other general and administrative expenses | (173 | ) | (428 | ) | (1,216 | ) | (1,432 | ) | 80 | (104) 1 | (3,273 | ) | ||||||||
| Share-based payments | - | - | 1,342 | - | - | - | 1,342 | |||||||||||||
| Finance costs | (9 | ) | (1,397 | ) | (4 | ) | (14 | ) | (1 | ) | (1) 1 | (1,426 | ) | |||||||
| Interest income | 1 | 517 | 194 | - | - | - | 712 | |||||||||||||
| Technology start-upcosts | - | - | - | (2,768 | ) | - | (1) 1 | (2,769 | ) | |||||||||||
| Exploration and evaluation costs | - | (237 | ) | - | - | - | (2) 2 | (239 | ) | |||||||||||
| (48,500 | ) | (36,326 | ) | (38,940 | ) | (6,625 | ) | (48 | ) | 73,733 | (56,706 | ) | ||||||||
| Net income (loss) before tax | 1,934 | 2,256 | (169 | ) | (6,625 | ) | (48 | ) | 3,367 | 715 | ||||||||||
| Income tax expense | (266 | ) | (67 | ) | - | - | - | - | (333 | ) | ||||||||||
| Deferred income tax expense | (157 | ) | (1,056 | ) | (376 | ) | - | - | - | (1,589 | ) | |||||||||
| Net income (loss) | $ | 1,511 | $ | 1,133 | $ | (545 | ) | $ | (6,625 | ) | $ | (48 | ) | $ | 3,367 | (1,207 | ) | |||
| Revenues (after inter-segment eliminations) | $ | 48,857 | $ | 7,075 | $ | 1,489 | $ | - | $ | - | $ | - | $ | 57,421 | ||||||
| At March 31, 2023 | ||||||||||||||||||||
| Total non-current assets | $ | 1,461 | $ | 159,201 | $ | 19,896 | $ | 11,206 | $ | 23,934 | $ | 4,011 | $ | 219,709 | ||||||
| Total assets | $ | 78,669 | $ | 279,692 | $ | 105,797 | $ | 16,678 | $ | 27,106 | $ | (125,498)3 | $ | 382,444 | ||||||
| Total liabilities | $ | 50,728 | $ | 95,920 | $ | 76,082 | $ | 6,360 | $ | 305 | $ | (123,837)4 | $ | 105,558 |
All values are in US Dollars.
Amounts relating to Largo Titânio Ltda. and Largo Tech Ltda., which are not an operating segment.
Amount relating to E&E properties.
Inter-segment transaction elimination of $(129,533) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total assets of $4,035 and E&E properties total assets of $0.
Inter-segment transaction elimination of $(123,881) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total liabilities of $44.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 13 | ||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |||||||||||||||||||||
| --- | |||||||||||||||||||||
| Inter- | |||||||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Largo | Largo | segment | |||||||||||||||||||
| Sales & | Mine | Clean | Physical | transactions | |||||||||||||||||
| trading | properties | Corporate | Energy | Vanadium | & other | Total | |||||||||||||||
| Three months ended March 31, 2022 | |||||||||||||||||||||
| Revenues | $ | 34,150 | $ | 36,866 | $ | 31,028 | $ | - | $ | - | $ | (59,356 | ) | $ | 42,688 | ||||||
| Operating costs | (31,948 | ) | (26,813 | ) | (29,891 | ) | - | - | 59,694 | (28,958 | ) | ||||||||||
| Professional,<br>consulting and<br>management fees | (493 | ) | (1,036 | ) | (1,890 | ) | (2,313 | ) | (184 | ) | - | (5,916 | ) | ||||||||
| Foreign exchange (loss)<br>gain | (26 | ) | (1,707 | ) | 280 | (3 | ) | (11 | ) | - | (1,467 | ) | |||||||||
| Other general and<br>administrative<br>expenses | (111 | ) | (267 | ) | (418 | ) | (843 | ) | (15 | ) | (1) ^1^ | (1,655 | ) | ||||||||
| Share-based payments | - | - | (810 | ) | - | - | - | (810 | ) | ||||||||||||
| Finance costs | (6 | ) | (149 | ) | (3 | ) | (18 | ) | - | (1) ^1^ | (177 | ) | |||||||||
| Interest income | - | 144 | 40 | - | - | - | 184 | ||||||||||||||
| Technology start-up<br>costs | - | - | - | (2,836 | ) | - | (134) ^1^ | (2,970 | ) | ||||||||||||
| Exploration and<br>evaluation costs | - | (103 | ) | - | - | - | (2) ^2^ | (105 | ) | ||||||||||||
| (32,584 | ) | (29,931 | ) | (32,692 | ) | (6,013 | ) | (210 | ) | 59,556 | (41,874 | ) | |||||||||
| Net income (loss) before<br>tax | 1,566 | 6,935 | (1,664 | ) | (6,013 | ) | (210 | ) | 200 | 814 | |||||||||||
| Income tax expense | (146 | ) | (456 | ) | - | - | - | - | (602 | ) | |||||||||||
| Deferred income tax | |||||||||||||||||||||
| expense | (47 | ) | (1,848 | ) | (271 | ) | - | - | - | (2,166 | ) | ||||||||||
| Net income (loss) | $ | 1,373 | $ | 4,631 | $ | (1,935 | ) | $ | (6,013 | ) | $ | (210 | ) | $ | 200 | $ | (1,954 | ) | |||
| Revenues<br>(after inter-segment<br>eliminations) | $ | 34,150 | $ | 8,224 | $ | 314 | $ | - | $ | - | $ | - | $ | 42,688 | |||||||
| At December 31, 2022 | |||||||||||||||||||||
| Total non-current assets | $ | 934 | $ | 148,508 | $ | 20,525 | $ | 12,389 | $ | 15,344 | $ | 3,906 | $ | 201,606 | |||||||
| Total assets | $ | 73,874 | $ | 250,926 | $ | 90,770 | $ | 15,941 | $ | 27,086 | $ | (102,847)^4^ | $ | 355,750 | |||||||
| Total liabilities | $ | 56,566 | $ | 72,842 | $ | 53,373 | $ | 5,092 | $ | 374 | $ | (107,051)^5^ | $ | 81,196 |
Amounts relating to Largo Titânio Ltda. and Largo Tech Ltda., which are not an operating segment.
Amount relating to E&E properties.
Inter-segment transaction elimination of $(106,773) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total assets of $3,924 and E&E properties total assets of $2.
Inter-segment transaction elimination of $(107,225) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total liabilities of $174.
16) Commitments and contingencies
At March 31, 2023, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $1,769 and all payable within one year. These contracts also require that additional payments of up to approximately $2,655 be made upon the occurrence of certain events such as change of control. As the triggering event has not occurred, the contingent payments have not been reflected in these consolidated financial statements.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 14 |
|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |
| --- |
In 2021, the Company signed a 10-year exclusive off-take agreement with a third party for the purchase of all standard and high purity grade vanadium products they produce. The annual quantity to be delivered to the Company in 2023 is 220 tonnes of V^2^O^5^, with the Company having a right of first refusal over additional amounts.
The Company is committed to the purchase of 60 tonnes per month of V^2^O^5^from third parties for the remainder of 2023.
The Company's Largo Clean Energy business is required to pay a royalty of 7.5% of the net sales price of each VRFB which contains a manufactured licensed product or uses or transfers a licensed product on or after January 1, 2022. In April 2023, this was amended so that Largo Clean Energy will be required to pay a royalty of $120 per kilowatt capacity of a licensed product until such time as the licensed patents expire or are abandoned, and $60 per kilowatt thereafter. Refer to note 7 for details of the royalties payable at the Maracás Menchen Mine.
The Company is committed to a minimum amount of rental payments under five leases of office space which expire between December 31, 2023 and May 1, 2027. Minimum rental commitments remaining under the leases are approximately $355, including $225 due within one year.
At the Company's Maracás Menchen Mine and at Largo Clean Energy, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of March 31, 2023 of $9,411.
The Company, through its subsidiaries, is party to legal proceedings in the ordinary course of its operations related to legally binding agreements with various third parties under supply contracts and consulting agreements. During the year ended December 31, 2022, the Company received a ruling regarding one such proceeding in Brazil. This relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The ruling requires the Company to pay amounts due, plus interest and legal fees. At March 31, 2023, the Company recognized a provision of R$27,106 ($5,335) in the current portion of provisions (December 31, 2022 - $5,076). The Company is awaiting a further ruling from a higher court in Brazil.
The Company and its subsidiaries are party to legal proceedings regarding labour matters. A provision was recorded at December 31, 2022 for such proceedings in Brazil in an amount of R$1,223 ($234). At March 31, 2023, the provision recognized was R$1,223 ($241).
The outcome of these proceedings remains dependent on the final judgment. Management does not expect the outcome of any of the remaining proceedings to have a materially adverse effect on the results of the Company's financial position or results of operations.
17) Financial instruments
Financial assets and financial liabilities at March 31, 2023 and December 31, 2022 were as follows:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Cash | $ | 61,575 | $ | 54,471 |
| Restricted cash | 734 | 470 | ||
| Trade and other receivables | 30,421 | 18,313 | ||
| Accounts payable and accrued liabilities (including non-current) | 25,290 | 26,960 | ||
| Total debt | 65,000 | 40,000 |
Restricted cash refers to cash amounts the Company was required to place on deposit. Refer to the liquidity risk discussion below regarding liabilities.
The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures from the previous year.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 15 |
|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |
| --- |
a) Fair value
IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made based on relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.
The fair value hierarchy categorizes into three levels the inputs to valuation techniques used to measure fair value. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).
• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.
• Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly such as those derived from prices.
• Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts for trade receivables, amounts receivable and accounts payable and accrued liabilities in the condensed interim consolidated statements of financial position approximate fair values because of the limited term of these instruments. Cash and restricted cash are classified as FVTPL and included in level 1. The debt facilities were secured at interest rates consistent with the rates seen at March 31, 2023 and thus the carrying amount of debt approximates fair value.
There have been no changes in the classification of financial instruments in the fair value hierarchy since December 31, 2022. The Company does not have any financial instruments measured using Level 3 inputs. The Company does not offset financial assets with financial liabilities and there were no transfers between Level 1 and Level 2 input financial instruments.
b) Credit risk
The Company's maximum amount of credit risk is attributable to cash, restricted cash and amounts receivable.
The Company minimizes its credit risk with respect to cash by placing its funds on deposit with the highest rated banks in Canada, Ireland, the U.S. and Brazil. Financial instruments included in amounts receivable consist primarily of receivables from unrelated companies. Sales to customers outside of Brazil are protected either by the Company's credit insurance policies, which establishes credit limits for each customer, or by the Company requiring letters of credit or up-front payment prior to delivery occurring.
Of the total trade receivables balance of $30,299, $10,337 relates to customers in Brazil, which are not covered by the Company's credit insurance policies. The ratings for these companies range from AA to AAA. The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables.
To measure expected credit losses, trade receivables are grouped based on risk characteristics and due dates. At March 31, 2023, no amounts are past due and in the three months ended March 31, 2023, the Company has not experienced any credit losses. At March 31, 2023, the loss allowance for trade receivables was determined to be $nil (December 31, 2022 - $nil), with any movement recognized as a component of finance costs (note 19). There have been no write offs of trade receivables.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 16 |
|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |
| --- |
c) Liquidity risk
The following table details the Company's expected remaining contractual cash flow requirements at March 31, 2023 for its financial liabilities with agreed repayment periods.
| Less than | 6 months | |||||||
|---|---|---|---|---|---|---|---|---|
| 6 months | to 1 year | 1 to 3 years | Over 3 years | |||||
| Accounts payable and accrued<br>liabilities (note 8) | $ | 25,005 | $ | - | $ | 285 | $ | - |
| Debt (note 9) | - | 9,000 | 56,000 | - | ||||
| Operating and purchase<br>commitments | 10,408 | 997 | 87 | 41 | ||||
| Total | $ | 35,413 | $ | 9,997 | $ | 56,372 | $ | 41 |
The Company's principal sources of liquidity are its cash flows from operating activities and cash of $61,575 (December 31, 2022 - $54,471). Refer to note 16 for other commitments and contingencies.
d) Market risk
Interest rate risk
The Company's interest rate exposure is limited to that portion of its debt that is subject to floating interest rates. At March 31, 2023, the Company had no debt that is subject to floating interest rates and does not have any exposure to floating interest rates.
Foreign currency risk
At March 31, 2023, the Company's outstanding debt is 100% denominated in U.S. dollars (December 31, 2022 - 100% U.S. dollar denominated).
The impact of fluctuations in foreign currency on cash and debt relates primarily to fluctuations between the U.S. dollar, the Canadian dollar, the Brazilian real and the Euro. At March 31, 2023, the Company's U.S. dollar functional currency entities had cash denominated in Canadian dollars, Euros and Swiss francs and the Company's Brazilian real functional currency entities had cash and debt denominated in U.S. dollars.
A 5% change in the value of the Canadian dollar, the Euro and the Swiss franc relative to the U.S. dollar would affect the value of these cash balances at March 31, 2023 by approximately $182. A 5% change in the value of the Brazilian real relative to the U.S. dollar would affect the value of Brazilian real cash balances by approximately $165.
Price risk
The Company does not have any financial instruments with significant exposure to price risk.
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 17 |
|---|---|
| Largo Inc.<br><br> <br>Expressed in thousands / 000's of U.S. dollars and shares (except per share information)<br><br> <br>Notes to the Unaudited Condensed Interim Consolidated Financial Statements | |
| --- |
18) Revenues
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2023 | 2022 | |||
| V2O5 revenues | ||||
| Produced products | $ | 34,526 | $ | 21,814 |
| Purchased products | 2,528 | 386 | ||
| 37,054 | 22,200 | |||
| V2O3 revenues | ||||
| Produced products | $ | 1,483 | $ | - |
| Purchased products | 1,155 | - | ||
| 2,638 | - | |||
| FeV revenues | ||||
| Produced products | $ | 17,428 | $ | 19,028 |
| Purchased products | 301 | 1,460 | ||
| 17,729 | 20,488 | |||
| Vanadium sales from contracts with customers | $ | 57,421 | $ | 42,688 |
19) Expenses
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2023 | 2022 | |||
| Finance costs: | ||||
| Interest expense and fees | $ | 1,351 | $ | 117 |
| Interest on lease liabilities | 14 | 18 | ||
| Accretion | 61 | 42 | ||
| $ | 1,426 | $ | 177 | |
| Operating costs: | ||||
| Direct mine and production costs | $ | 28,419 | $ | 17,560 |
| Conversion costs | 1,918 | 1,847 | ||
| Product acquisition costs | 4,178 | 1,550 | ||
| Royalties | 2,445 | 2,026 | ||
| Distribution costs | 1,447 | 1,455 | ||
| Depreciation and amortization | 7,251 | 4,305 | ||
| Iron ore costs | 273 | 215 | ||
| $ | 45,931 | $ | 28,958 | |
| Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2023 and 2022 | 18 | |||
| --- | --- |
Largo Inc.: Exhibit 99.2 - Filed by newsfilecorp.com

Management's Discussion and Analysis
For The Three Months Ended March 31, 2023
Table of contents
| To Our Shareholders | 1 |
|---|---|
| The Company | 1 |
| Q1 2023 Highlights | 1 |
| Significant Events and Transactions Subsequent to Q1 2023 | 2 |
| Q1 2023 Summary | 2 |
| Selected Quarterly Information | 8 |
| 2023 Guidance | 8 |
| Operations | 9 |
| Financial Instruments | 11 |
| Liquidity And Capital Resources | 11 |
| Outstanding Share Data | 12 |
| Transactions With Related Parties | 12 |
| Commitments And Contingencies | 13 |
| Disclosure Controls And Procedures And Internal Controls Over Financial Reporting | 13 |
| Significant Accounting Judgments, Estimates And Assumptions | 14 |
| Changes In Accounting Policies | 15 |
| Non-GAAP Measures | 15 |
| Risks And Uncertainties | 17 |
| Cautionary Statement Regarding Forward-Looking Information | 17 |
To Our Shareholders
The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Largo Inc. ("we", "our", "us", "Largo", or the "Company") for the quarter ended March 31, 2023 ("Q1 2023") and should be read in conjunction with (i) the unaudited condensed interim consolidated financial statements and related notes for the same period, (ii) the audited annual consolidated financial statements and related notes for the year ended December 31, 2022 and (iii) the MD&A for the year ended December 31, 2022. Note references in the following discussion refer to the note disclosures contained in the Q1 2023 unaudited condensed interim consolidated financial statements. References in the following discussion to "Q1 2022" refer to the quarter ended March 31, 2022.
The financial statements and related notes of Largo have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to a going concern. Certain non-GAAP measures are discussed in this MD&A, which are clearly disclosed as such. Additional information, including the Company's press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and is available online under the Company's profile at www.sedar.com and www.sec.gov.
This MD&A reports the Company's activities through May 9, 2023, unless otherwise indicated. References to "date of this MD&A" mean May 9, 2023. Except as otherwise set out herein, all amounts expressed herein are in thousands of U.S. dollars, denominated by "$". The Company's shares, options, units and warrants are expressed in thousands. Prices are not expressed in thousands. References to the symbol "C$" mean the Canadian dollar and references to the symbol "R$" mean the Brazilian real.
Mr. Emerson Ricardo Re, MSc, MBA, MAusIMM (CP) (No. 305892), Registered Member (No. 0138) (Chilean Mining Commission), is a Qualified Person as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed the technical information in the MD&A.
The Company
Largo is a Canadian based company that is one of the world's leading high-quality vanadium suppliers with its VPURE^TM^and VPURE+^TM^products, which are sourced from the Company's Maracás Menchen Mine in Brazil. In addition to advancing its U.S.-based clean energy storage business, the Company is in the process of implementing an ilmenite concentration plant using feedstock from its existing operations. Largo's VCHARGE vanadium batteries offer an efficient, safe, and long-life storage system that is fully recyclable at the end of its expected 25+ year lifetime. The Company's strategy is centered around two important pillars: a profitable supply of its industry-preferred vanadium products from Brazil combined with its emerging clean energy storage business to support the world's low carbon future.
The Company is organized and exists under the Business Corporations Act (Ontario) and its common shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "LGO" and on the Nasdaq Stock Market ("Nasdaq") under the symbol "LGO".
Q1 2023 Highlights
• The Company recorded net income before tax of $715 for Q1 2023 and a net loss of $1,207.
• The Company's Maracás Menchen Mine produced 2,111 tonnes of vanadium pentoxide ("V2O5 ") in Q1 2023 and had sales of 2,849 tonnes of V2O5 equivalent (including 245 tonnes of purchased products).
• In January 2023, the Company secured a two-year debt facility of $15,000, bearing interest at 6.85% per annum. Payments are due quarterly with principal repayments starting after a grace period of 180 days. Also in January 2023, the Company secured a three-year debt facility of $10,000, bearing interest at 8.36% per annum and an initial fee of 0.70%. Payments are due semi-annually with principal repayments starting after a grace period of 360 days.
• On February 16, 2023, the Company announced a change in leadership in which Mr. Daniel Tellechea has been appointed as interim Chief Executive Officer following Mr. Paulo Misk's departure from the Company with immediate effect.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 1 |
|---|
Significant Events and Transactions Subsequent to Q1 2023
• On May 1, 2023, the Company announced that Ms. Andrea Weinberg has been appointed as an independent director of the Company's Board of Directors.
Q1 2023 Summary
Financial
| Three months ended | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||||||
| 2023 | 2022 | Movement | ||||||||
| Revenues | $ | 57,421 | $ | 42,688 | $ | 14,733 | 35% | |||
| Operating costs | (45,931 | ) | (28,958 | ) | (16,973 | ) | 59% | |||
| Direct mine and production costs | (28,419 | ) | (17,560 | ) | (10,859 | ) | 62% | |||
| Professional, consulting and management fees | (5,539 | ) | (5,916 | ) | 377 | (6%) | ||||
| Foreign exchange gain (loss) | 417 | (1,467 | ) | 1,884 | (128%) | |||||
| Other general and administrative expenses | (3,273 | ) | (1,655 | ) | (1,618 | ) | 98% | |||
| Share-based payments | 1,342 | (810 | ) | 2,152 | (266%) | |||||
| Finance costs | (1,426 | ) | (177 | ) | (1,249 | ) | 706% | |||
| Interest income | 712 | 184 | 528 | 287% | ||||||
| Technology start-up costs | (2,769 | ) | (2,970 | ) | 201 | (7%) | ||||
| Exploration and evaluation costs | (239 | ) | (105 | ) | (134 | ) | 128% | |||
| (56,706 | ) | (41,874 | ) | (14,832 | ) | 35% | ||||
| Net income before tax | 715 | 814 | (99 | ) | (12%) | |||||
| Income tax expense | (333 | ) | (602 | ) | 269 | (45%) | ||||
| Deferred income tax expense | (1,589 | ) | (2,166 | ) | 577 | (27%) | ||||
| Net loss | $ | (1,207 | ) | $ | (1,954 | ) | $ | 747 | (38%) | |
| Unrealized income on foreign currency translation | 4,881 | 26,612 | (21,731 | ) | (82%) | |||||
| Comprehensive income | $ | 3,674 | $ | 24,658 | $ | (20,984 | ) | (85%) | ||
| Basic loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.01 | (33%) | |
| Diluted loss per share | $ | (0.02 | ) | $ | (0.03 | ) | $ | 0.01 | (33%) | |
| Cash provided before working capital items | $ | 8,150 | $ | 5,751 | $ | 2,399 | 42% | |||
| Net cash provided by (used in) operating activities | 4,953 | (4,050 | ) | 9,003 | (222%) | |||||
| Net cash provided by financing activities | 25,305 | 385 | 24,920 | 6,473% | ||||||
| Net cash used in investing activities | (23,406 | ) | (4,268 | ) | (19,138 | ) | 448% | |||
| Net change in cash | 7,104 | (5,396 | ) | 12,500 | (232%) | |||||
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 2 | ||||||||||
| --- |
The movements in the discussion below refer to those shown in the previous table.
• The Company recorded a net loss of $1,207 in Q1 2023, compared with a net loss of $1,954 in Q1 2022. This movement was primarily due to a 35% increase in revenues, a 6% decrease in professional, consulting and management fees and a 266% decrease in share-based payments, partially offset by a 59% increase in operating costs.
Commercial
• In Q1 2023, the Company sold 2,849 tonnes of V2O5^^equivalent (Q1 2022 - 2,232 tonnes), including 245 tonnes of purchased products (Q1 2022 - 79 tonnes). Produced V2O5 equivalent sold increased, with 5,741 (000s lb) sold in Q1 2023, as compared with 4,747 (000s lb) sold in Q1 2022. The Company delivered both standard grade and high purity V2O5, as well as vanadium trioxide ("V2O3") and ferrovanadium ("FeV") to customers globally.
• The Company continues to actively manage its logistics and supply chain operations to provide premium products and service to its customers. Logistical challenges and transport costs have eased from their highs and the Company expects further improvements in the coming quarters. The Company continued to deliver on all its commercial commitments.
• During Q1 2023, the average benchmark price per lb of V2O5^^in Europe was $10.39, an increase of 25.9% from the average of $8.25 seen in Q4 2022 and a decrease of 3.1% from the average of $10.72 seen in Q1 2022. The average European benchmark price at March 31, 2023 was approximately $10.13, compared with approximately $9.44 at December 31, 2022 and $12.25 at March 31, 2022. During Q1 2023, the average benchmark price per kg of FeV in Europe was $39.46, an increase of 18.3% from the average of $33.35 seen in Q4 2022 and a decrease of 14.5% from the average of $46.17 seen in Q1 2022. The average benchmark price at March 31, 2023 was approximately $38.50, compared with approximately $36.50 at December 31, 2022 and $58.00 at March 31, 2022. The Company is now selling products with pricing based on several different V2O5^^and FeV benchmarks. The Company's revenues will be driven by the movements in these prices.
• Spot demand in Q1 2023 remained strong, primarily due to higher than expected demand from the aerospace sector. Demand in the energy storage market is anticipated to increase in future quarters. The Company maintains a strong focus on developing new markets for its high purity products and increased sales of V2O3 in Europe during the period.
• The Company is committed to the purchase of 60 tonnes per month of V2O5^^from third parties for the remainder of the year.
• LPV continued its acquisition of vanadium assets, with $8,590 spent during Q1 2023.
• Subsequent to Q1 2023, sales in April 2023 were 1,101 tonnes of V2O5^^equivalent.
• During Q1 2023, the Company recognized revenues of $57,421 (Q1 2022 - $42,688) from sales of 2,849 tonnes of V2O5^^equivalent (Q1 2022 - 2,232 tonnes). Of the total revenues, $48,857 is related to the Sales & trading segment, $7,075 is related to the Mine properties segment and $1,489 is related to the Corporate segment (after the elimination of inter-segment transactions).
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 3 | |||||
|---|---|---|---|---|---|
| Three months ended | |||||
| --- | --- | --- | --- | --- | --- |
| March 31, | March 31, | ||||
| 2023 | 2022 | ||||
| ^V2O5^revenues per pound of V2O5^^sold^1, 2^ | |||||
| - Produced material | $ | 9.09 | $ | 8.10 | |
| - Purchased material | $ | 8.18 | $ | 8.77 | |
| - Total | $ | 9.02 | $ | 8.11 | |
| V2O3 revenues per pound of V2O3^^sold^1, 2^ | |||||
| - Produced material | $ | 11.07 | $ | - | |
| - Purchased material | $ | 13.13 | $ | - | |
| - Total | $ | 11.83 | $ | - | |
| FeV revenues per kg of FeV sold^1, 2^ | |||||
| - Produced material | $ | 30.68 | $ | 30.11 | |
| - Purchased material | $ | 30.10 | $ | 36.50 | |
| - Total | $ | 30.67 | $ | 30.49 | |
| Revenues per pound sold^1, 2^ | $ | 9.14 | $ | 8.67 |
1. V2O**5 revenues per pound of V2O**5 sold, V2O**3 revenues per pound of V2O**3 sold, FeV revenues per kg of FeV sold and revenues per pound sold are non-GAAP ratios with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non- GAAP Measures" section of this MD&A.
2. Calculated based on the quantity sold during the stated period.
Costs
• Operating costs of $45,931 in Q1 2023 (Q1 2022 - $28,958) include direct mine and production costs of $28,419 (Q1 2022 - $17,560), conversion costs of $1,918 (Q1 2022 - $1,847), product acquisition costs of $4,178 (Q1 2022 - $1,550), royalties of $2,445 (Q1 2022 - $2,026), distribution costs of $1,447 (Q1 2022 - $1,455), depreciation and amortization of $7,251 (Q1 2022 - $4,305) and iron ore costs of $273 (Q1 2022 - $215).
• The increase in direct mine and production costs is attributable to low ore availability due in part to the heavy rains in December 2022, as well as a shutdown for the completion of the planned maintenance and refractory refurbishment in the kiln. Higher mining costs, the lack of production stability and the ramp up following the shutdown negatively impacted costs. In addition, as compared with Q1 2022, the Company experienced cost increases in critical consumables, including sodium carbonate, as well as increased consumption of ammonium sulfate. Of the total operating costs, $32,194 is related to the Sales & trading segment, $7,819 is related to the Mine properties segment and $5,918 is related to the Corporate segment (after the elimination of inter-segment transactions).
| Three months ended | Three months ended | |||||||
|---|---|---|---|---|---|---|---|---|
| March 31, | March 31, | March 31, | March 31, | |||||
| 2023 | 2022 | 2023 | 2022 | |||||
| Cash operating costs per pound^1^ | $ | 5.58 | $ | 4.40 | $ | 5.58 | $ | 4.40 |
| Cash operating costs excluding<br>royalties per pound^1^ | $ | 5.15 | $ | 3.97 | $ | 5.15 | $ | 3.97 |
1. Cash operating costs per pound and cash operating costs excluding royalties per pound are non-GAAP ratios with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.
• Cash operating costs excluding royalties per pound^1^were $5.15 per lb in Q1 2023, compared with $3.97 for Q1 2022. The increase seen in Q1 2023 compared with Q1 2022 is largely due to the reasons noted above for operating costs. The previously noted plant shutdowns negatively impacted the operational and financial performance. Produced V2O5 equivalent sold increased as compared with Q1 2022, with 5,741 (000s lb) sold in Q1 2023, as compared with 4,747 (000s lb) sold in Q1 2022.
__________________________________________________
1^^The cash operating costs per pound and cash operating costs excluding royalties per pound reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MDA.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 4 |
|---|
• Professional, consulting and management fees in Q1 2023 decreased from Q1 2022 by 6%. The decrease is primarily attributable to costs incurred in the Corporate segment in Q1 2022 for the incorporation of LPV. Of the total professional, consulting and management fee expense in Q1 2023, $446 related to the Sales & trading segment (Q1 2022 - $493), $844 related to the Mine properties segment (Q1 2022 - $1,036), $1,687 related to Corporate (Q1 2022 - $1,890), $2,402 related to Largo Clean Energy (Q1 2022 - $2,313) and $160 related to Largo Physical Vanadium (Q1 2022 - $184).
• Other general and administrative expenses in Q1 2023 increased from Q1 2022 by 98%. The increase is primarily attributable to increased depreciation in Q1 2023 in the Corporate segment from the Company's software intangible asset, as well as increased IT related costs in support of the Company's enterprise resource planning ("ERP") software implementation. The increased costs seen in LCE are primarily related to increased travel costs arising from its battery installation activities. The increase seen in the Mine properties segment is primarily due to an increase in legal provisions of $119. Of the total other general and administrative expenses in Q1 2023, $173 related to the Sales & trading segment (Q1 2022 - $111), $428 related to the Mine properties segment (Q1 2022 - $267), $1,216 related to Corporate (Q1 2022 - $418), $1,432 related to Largo Clean Energy (Q1 2022 - $843) and $80 related to Largo Physical Vanadium (Q1 2022 - $15).
• Share-based payments in Q1 2023 decreased from Q1 2022 by 266% to an expense recovery of $1,342. The decrease was attributable to the reversal of share-based payment expenditures on forfeited unvested stock options and restricted share units ("RSUs"), as well as a reduced number of stock options and RSUs granted in Q1 2023, as compared with Q1 2022. The total in Q1 2023 was related to the Corporate segment (Q1 2022 - expense of $810).
• Finance costs in Q1 2023 increased from Q1 2022 by 706% (or $1,249), which is attributable to increased debt, as well as an initial financing fee on the Company's new debt facilities.
• Technology start-up costs primarily relates to activities at LCE focussed on the deployment of its initial VCHARGE VRFB system in Spain. Q1 2023 saw increased activity by the field service team, with higher transportation and installation costs. The total in Q1 2023 of $2,768 is a decrease of 7% from Q1 2022.
• Comprehensive income for Q1 2023 decreased from Q1 2022 by 85% after a decrease in the unrealized gain on foreign currency translation of 82%. The unrealized gain on foreign currency translation in Q1 2023 is primarily due to a strengthening of the Brazilian real against the U.S. dollar by approximately 3% since December 31, 2022.
Cash Flows
• In Q1 2023, the cash provided by operating activities was $4,953, compared with cash used in operating activities of $4,050 in Q1 2022. This movement is primarily due to an increase in cash provided before working capital items of $2,399, partially offset by a net increase in working capital items of $6,604. The net movement in working capital items is largely driven by movements in inventory.
• Cash provided by financing activities in Q1 2023 increased from cash provided by financing activities in Q1 2022 by $24,920. The movement is primarily due to the receipt of debt of $25,000.
• Cash used in investing activities in Q1 2023 of $23,406 is an increase from the $4,268 seen in Q1 2022. This is primarily due to capital expenditures for the ilmenite project and purchases of vanadium assets of $8,590.
• The net change in cash in Q1 2023 was an increase of $7,104, compared with a decrease of $5,396 in Q1 2022.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 5 |
|---|
Net income reconciliation
| Q1 2023 | ||||
|---|---|---|---|---|
| Total V2O5^^equivalent sold | 000s lbs | 6,281 | A | |
| tonnes^1^ | 2,849 | |||
| Produced V2O5^^equivalent sold | 000s lbs | 5,741 | B | |
| tonnes^1^ | 2,604 | |||
| Revenues per pound sold | $/lb | $ | 9.14 | C |
| Cash operating costs per pound | $/lb | $ | 5.58 | D |
1. Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.
| Q1 2023 | ||||
|---|---|---|---|---|
| A x C | ||||
| Revenues | $ | 57,421 | 2,849 tonnes of V2O5^^equivalent sold (Q1 2022 - | |
| 2,232 tonnes), with revenues per pound sold of | ||||
| $9.14 (Q1 2022 - $8.67) | ||||
| Cash operating costs | (32,017) | B x D<br>Global recovery of 83.0% (Q1 2022 - 77.5%),<br>impact of shutdowns and cost and consumption<br>increases for critical consumables, including<br>HFO, ammonium sulfate and sodium carbonate | ||
| Other operating costs | ||||
| Conversion costs | ||||
| (costs incurred in converting V2O5<br>to FeV that are recognized on the<br>sale of FeV) | (1,918) | Note 19<br>568 tonnes of produced FeV sold | ||
| Product acquisition costs | ||||
| (costs incurred in purchasing<br>products from 3rd parties that<br>are recognized on the sale of<br>those products) | (4,178) | Note 19<br>245 tonnes of V2O5^^equivalent of purchased<br>products sold, compared with 79 tonnes in Q1<br>2022 with a cost of $1,550 | ||
| Distribution costs | (1,447) | Note 19 | ||
| Depreciation | (7,251) | Note 19 | ||
| Increase in legal provisions | (119) | See "other general and administrative<br>expenses" section on page 5 | ||
| Iron ore costs | (273) | Note 19 | ||
| (15,186) | ||||
| Commercial & Corporate costs | ||||
| Professional, consulting and<br>management fees | (2,133) | |||
| Other general and<br>administrative expenses | (1,389) | Note 15 (Sales & trading plus Corporate) | ||
| Share-based payments | 1,342 | |||
| (2,180) | ||||
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 6 | ||||
| --- | ||||
| Q1 2023 | ||||
| --- | --- | --- | --- | |
| Largo Clean Energy | (6,602) | Note 15 (excluding finance costs and foreign<br>exchange)<br>2023 guidance between $13,500 and $14,500 | ||
| Largo Physical Vanadium | (80) | Note 15 (excluding finance costs and foreign<br>exchange) | ||
| Titanium project | (105) | Note 15 - "other" | ||
| Foreign exchange gain | 417 | |||
| Finance costs | (1,426) | |||
| Interest income | 712 | |||
| Exploration and evaluation costs | (239) | |||
| Net income before tax | 715 | |||
| Income tax expense | (333) | |||
| Deferred income tax expense | (1,589) | |||
| Net loss | $ | (1,207) |
Note references in the table above refer to the note disclosures contained in the Q1 2023 unaudited condensed interim consolidated financial statements.
Operations
• V2O5 production in January 2023 was 354 tonnes, with 843 tonnes produced in February and 914 tonnes produced in March, for a total of 2,111 tonnes of V2O5^^produced in Q1 2023. Production in January was impacted by low ore availability due in part to the heavy rains in December 2022, as well as a shutdown for the completion of the planned maintenance and refractory refurbishment in the kiln.
• Production quantities and non-GAAP unit cost measures are summarized in the following table:
| Production | Average Quarterly | Cash operating costs | ||
|---|---|---|---|---|
| Production | Pounds | ^V2O5^price^2^ | excluding royalties | |
| Period | Tonnes | Equivalent^1^ | $/lb | per pound^3^$/lb |
| Q1 2023 | 2,111 | 4,653,953 | $10.39 | $5.15 |
| Q4 2022 | 2,004 | 4,418,058 | $8.25 | $5.15 |
| Q3 2022 | 2,906 | 6,406,626 | $8.23 | $4.86 |
| Q2 2022 | 3,084 | 6,799,048 | $11.08 | $4.23 |
| Q1 2022 | 2,442 | 5,383,682 | $10.72 | $3.97 |
| Q4 2021 | 2,003 | 4,415,854 | $8.30 | $3.68 |
| Q3 2021 | 3,260 | 7,187,061 | $9.40 | $3.53 |
| Q2 2021 | 3,070 | 6,768,184 | $8.19 | $3.39 |
1. Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.
2. Average benchmark price per lb of V2O5^^in Europe for the stated period.
3. Cash operating costs excluding royalties per pound is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.
• The global recovery achieved in Q1 2023 was 83.0%, an increase of 7.1% from the 77.5% achieved in Q1 2022 and 11.1% higher than the 74.7% achieved in Q4 2022. The global recovery in January 2023 was 83.1%, with 82.9% achieved in February and 82.7% achieved in March.
• In Q1 2023, the Company produced 1,041 V2O5^^equivalent tonnes of high purity products, including 813 tonnes of high purity V2O5^^and 228 tonnes of high purity V2O3. This represented 49% of the total quarterly production.
• Subsequent to Q1 2023, production in April 2023 was 676 tonnes of V2O5^^equivalent.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 7 |
|---|
Selected Quarterly Information
Summary financial information for the eight quarters ended March 31, 2023, prepared in accordance with IFRS (in thousands of U.S. dollars, except for basic earnings (loss) per share and diluted earnings (loss) per share):
| Basic (Loss) | Diluted (Loss) | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Net (Loss) | Earnings per | Earnings per | Non-current | ||||||||||||
| Period | Revenue | Income | Share^1^ | Share^1^ | Total Assets | Liabilities | |||||||||
| Q1 2023 | $ | 57,421 | $ | (1,207 | ) | $ | (0.02 | ) | $ | (0.02 | ) | $ | 382,444 | $ | 62,168 |
| Q4 2022 | 47,501 | (15,636 | ) | (0.24 | ) | (0.24 | ) | 355,750 | 42,223 | ||||||
| Q3 2022 | 54,258 | (2,601 | ) | (0.04 | ) | (0.04 | ) | 347,569 | 6,187 | ||||||
| Q2 2022 | 84,804 | 17,965 | 0.28 | 0.28 | 358,739 | 6,700 | |||||||||
| Q1 2022 | 42,688 | (1,954 | ) | (0.03 | ) | (0.03 | ) | 348,755 | 8,883 | ||||||
| Q4 2021 | 50,326 | 789 | 0.01 | 0.01 | 313,909 | 6,544 | |||||||||
| Q3 2021 | 53,861 | 9,193 | 0.14 | 0.14 | 315,577 | 6,911 | |||||||||
| Q2 2021 | 54,292 | 8,445 | 0.13 | 0.13 | 318,276 | 8,259 |
1. Basic earnings (loss) per share and diluted earnings (loss) per share have been adjusted in order to reflect the effect of the share consolidation that was completed on March 4, 2021 (refer to note 10).
For Q1 2023, the Company recorded a net loss of $1,207, compared with a net loss of $1,954 for Q1 2022. This movement was primarily attributable to a 35% increase in revenues and a 59% increase in operating costs. The increase in non-current liabilities is due to the new debt facilities secured in the period.
The net income seen in Q2 2022 was primarily attributable to revenues of $84,804 from the sale of 3,291 tonnes of V2O5^^equivalent.
2023 Guidance
The Company has committed a significant proportion of its monthly production in 2023 to sales of its VPURE+^TM^and VPURE^TM^products, as well as FeV produced from VPURE^TM^.
The Company's Maracás Menchen Mine continued operations during Q1 2023. Although there have been some challenges with production instability and ore availability, there continues to be no significant impact on the Company's production or on the shipment of products out of Maracás. To date, there continues to be no significant disruption to the Company's supply chain for its operations and the level of critical consumables continues to be at normal levels.
The Company's 2023 guidance is presented on a "business as usual" basis. The Company continues to monitor ongoing geopolitical uncertainties the impact that these may have on the Company's operations, sales and guidance for 2023. Ongoing developments may significantly change the guidance and forecasts presented and will, if and when necessary, update its guidance accordingly. Refer to the Company's Annual Information Form for the year ended December 31, 2022 for the full discussion of the Company's Risks and Uncertainties.
The Company is in the process of revising its short-term mine model to incorporate on-going infill drilling at the Campbell Pit. Based on results to date and future expected results, the Company has adjusted its annual 2023 production, sales and cash operating costs excluding royalties guidance.
The Company's updated guidance for 2023 is presented below.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 8 | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 Guidance | ||||||||
| --- | --- | --- | ||||||
| Annual V2O5^^equivalent production | tonnes | 9,000 - 11,000 | ||||||
| Annual V2O5^^equivalent sales^1^ | tonnes | 8,700 - 10,700 | ||||||
| Cash operating costs excluding royalties per pound^2^ | $/lb | 4.85 - 5.65 | ||||||
| Distribution costs | $ | 9,000 - 10,000 | ||||||
| Corporate and Sales & trading administrative costs^3^ | $ | 9,000 - 10,000 | ||||||
| Largo Clean Energy administrative costs^4^ | $ | 13,500 - 14,500 | ||||||
| Capital expenditures - components | $ | 13,000 - 14,000 | ||||||
| Sustaining capital expenditures (excluding capitalized stripping costs) | ||||||||
| Capitalized stripping costs | $ | 12,000 - 13,000 | ||||||
| Ilmenite concentration plant capital expenditure | $ | 17,500 - 18,500 | ||||||
| Dry magnetic separator capital expenditure | $ | 2,000 - 3,000 | ||||||
| Carry-over capital expenditures | $ | 3,500 - 4,500 | ||||||
| Tonnes V2O5 | Q2 | Q3 | Q4 | 2023 | ||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Low | High | Low | High | Low | High | Low | High | |
| Production | 2,200 | 2,400 | 2,400 | 3,300 | 2,400 | 3,300 | 9,000 | 11,000 |
| Sales^1^ | 1,900 | 2,300 | 2,000 | 2,600 | 2,200 | 3,000 | 8,700 | 10,700 |
1. Annual sales guidance does not include purchased products.
2. Cash operating costs excluding royalties per pound is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.
3. Consists of the total of professional, consulting and management fees and other general and administrative expenses for the Corporate and Sales & Trading segments.
4. Consists of the total of professional, consulting and management fees, other general and administrative expenses and technology start-up costs for the Largo Clean Energy segment.
Operations
Largo Clean Energy
Recent Developments
During Q1 2023, LCE continued to make progress on the delivery of the Enel Green Power España ("EGPE") contract, which remains a priority focus. All required hardware for the installation is in Spain and LCE's field service team completed a significant portion of the system installation, including the alternating current ("AC") power systems, chiller system, LCE's power containers and electrolyte storage containers. The Company expects hot commissioning of the VRFB system to be completed in June 2023, however provisional acceptance by EGPE is now expected in Q3 2023 due in part to delays associated with the finalization of certain agreements and the receipt of government documentation required for the provision of services by qualified technicians.
All building improvements at LCE's facility in Wilmington, Massachusetts were completed during the period. Stack manufacturing has moved into its final location and LCE will now begin the process of restarting and scaling up the capacity to 12.5 megawatts ("MW") by the end of the year, with an ultimate capacity of 100MW by the end of 2025. The sub-scale and chemistry teams have moved into their new lab, which, following an upgrade over the next two quarters, will increase the material and core technology testing capacity to support new vendors and performance improvements.
LCE and Ansaldo Green Tech ("Ansaldo") continue to explore business opportunities to address the identified needs in the European energy sector. Discussions between LCE and Ansaldo have progressed beyond the stage of a memorandum of understanding ("MOU") to the stage of final agreement negotiations. While the exclusivity period contained in the previously announced non-binding MOU has expired, both parties continue negotiations.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 9 |
|---|
Maracás Menchen Mine
Recent Developments
Expenditures of $13,559 were capitalized to mine properties, plant and equipment during Q1 2023 (year ended December 31, 2022 - $44,101), including $6,684 of capitalized waste stripping and push back costs (2022 - $7,730).
The production of 2,111 tonnes of V2O5 in Q1 2023 was 14% lower than the 2,442 tonnes of V2O5^^produced in Q1 2022. In Q1 2023, the Company experienced reduced massive ore inventory arising from the heavy rainfall in December 2022. The planned kiln maintenance and refractory refurbishment initially scheduled for February was completed in January during the stoppage in operations. In Q1 2023, the transition in mining contractor was completed and 341,967 tonnes of ore were mined with an effective grade of 0.81% of V2O5. The ore mined in Q1 2023 was 13% higher than in Q1 2022. The Company produced 78,695 tonnes of concentrate with an effective grade of 2.99%.
The following table is a summary of production statistics at the Maracás Menchen Mine.
| Q1 2023 | Q1 2022 | |
|---|---|---|
| Total Ore Mined (tonnes) | 341,967 | 303,652 |
| Ore Grade Mined - Effective Grade^1^(%) | 0.81 | 1.27 |
| Effective Grade of Ore Milled (%) | 1.08 | 1.26 |
| Concentrate Produced (tonnes) | 78,695 | 92,324 |
| Grade of Concentrate (%) | 2.99 | 3.21 |
| Contained V2O5^^(tonnes) | 2,349 | 2,961 |
| Crushing Recovery (%) | 98.2 | 97.5 |
| Milling Recovery (%) | 98.3 | 95.8 |
| Kiln Recovery (%) | 91.6 | 88.5 |
| Leaching Recovery (%) | 99.5 | 97.8 |
| Chemical Plant Recovery (%) | 94.5 | 95.9 |
| Global Recovery^2^(%) | 83.0 | 77.5 |
| V2O5Equivalent Produced (Flake + Powder) (tonnes) | 2,111 | 2,442 |
1. Effective grade represents the percentage of magnetic material mined multiplied by the percentage of V2O**5 in the magnetic concentrate.
2. Global recovery is the product of crushing recovery, milling recovery, kiln recovery, leaching recovery and chemical plant recovery.
Exploration Developments
During Q1 2023, the Company completed approximately 2,515 metres of reverse circulation infill drilling in the Campbell Pit and 151 metres of diamond drilling in the near mine deep drilling program.
An integrated model including Gulçari A Norte ("GAN"), São Jose ("SJO"), Novo Amparo ("NAO"), Gulçari A Sul (GAS), Jacaré (JAC), Braga (BRG) and Riocon was developed using data from the recent drilling campaigns and historical database. The Campbell Pit geological model was updated in Q1 2023 and provided to the mine planning team. This model will be updated quarterly and will assist with mine planning activities.
Positive final reports in support of the Company's mineral rights were prepared and submitted to the National Mining Agency ("ANM") in April 2023.
Exploration Outlook
For 2023, the Company has planned 2,700 metres of infill drilling using reverse circulation drill rigs in order to reduce gaps in the 2023 and 2024 ore zones in the Campbell Pit and provide further detail to the mine planning team.
The Company is planning for approximately 11,200 metres of exploration drilling in 2023. Efforts will focus on areas in the South Block with known magnetic and geochemical anomalies and on concessions that require work to maintain them in good standing in accordance with the applicable rules and regulations in Brazil. This drilling campaign started at the end of March 2023.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 10 |
|---|
Campo Alegre de Lourdes
Recent Developments
No field work was undertaken at Campo Alegre de Lourdes in Q1 2023. In 2023, the Company is planning for the collection of approximately 2,250 soil samples and the completion of 3,000 metres of diamond drilling. The goal of this program is to support the maintenance of the Company's mineral rights in these areas.
Financial Instruments
Financial assets and financial liabilities at March 31, 2023 and December 31, 2022 were as follows:
| March 31, | December 31, | |||
|---|---|---|---|---|
| 2023 | 2022 | |||
| Cash | $ | 61,575 | $ | 54,471 |
| Restricted cash | 734 | 470 | ||
| Trade and other receivables | 30,421 | 18,313 | ||
| Accounts payable and accrued liabilities (including non-current) | 25,290 | 26,960 | ||
| Debt | 65,000 | 40,000 |
The Company's risk exposures and the impact on the Company's financial instruments are summarized in note 17. There have been no changes in the risks, objectives, policies and procedures from the previous year.
Liquidity And Capital Resources
The Company's continuance as a going concern is dependent on its ability to maintain profitable levels of operations.
At December 31, 2022, the benchmark price per lb of V2O5^^was between $9.27 and $9.60. This increased to a range of between $10.00 and $10.25 at March 31, 2023, with an average of approximately $10.39 for Q1 2023, compared with approximately $8.25 for Q4 2022 and $10.72 for Q1 2022.
The average European benchmark price per lb of V2O5^^was approximately $9.84 and the average European benchmark price per kg of FeV was approximately $35.93 for April 2023. At the date of the MD&A, the market price of V2O5^^was in a range of $8.00 to $9.25 per lb and the market price of FeV was in a range of $32.30 to $35.00 per kg.
The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategy, vanadium prices, economic conditions and associated risks. To maintain or adjust its capital structure, the Company may adjust capital expenditures, issue new common shares or take on new debt. At March 31, 2023, the Company's debt balance was $65,000.
Credit facilities
In April 2022, the Company repaid in full its $15,000 working capital facility. At the same time, the Company secured a new working capital facility with a bank in Brazil. This facility was fully drawn down and proceeds of $15,000 were received. This facility was originally due to be repaid as a lump sum payment in April 2023, together with accrued interest at a rate of 3.65% per annum. The facility was repaid in full in December 2022.
In October 2022, the Company secured an additional debt facility of $20,000 with a bank in Brazil. The facility is for three years, with equal principal repayments due after 18, 24, 30 and 36 months. In addition to a fee of 0.7%, accrued interest at a rate of 8.33% p.a. is to be paid every six months.
In December 2022, the Company secured an additional debt facility of $20,000 with a bank in Brazil. The facility is for three years, with equal principal repayments due semi-annually after a grace period of 360 days. In addition to a fee of 0.70%, accrued interest at a rate of 8.20% p.a. is to be paid every six months.
In January 2023, the Company secured a two-year debt facility of $15,000, bearing interest at 6.85% per annum. Payments are due quarterly with principal repayments starting after a grace period of 180 days. Also in January 2023, the Company secured a three-year debt facility of $10,000, bearing interest at 8.36% per annum and an initial fee of 0.70%. Payments are due semi-annually with principal repayments starting after a grace period of 360 days.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 11 |
|---|
Capital resources
At March 31, 2023, the Company had an accumulated deficit of $48,986 since inception (December 31, 2022 - $48,227) and had a net working capital surplus of $119,345 (December 31, 2022 - $115,171) (defined as current assets less current liabilities). At March 31, 2023, the total amount due within 12 months on the Company's debt was $9,000 (December 31, 2022 - $4,000).
The following table details the Company's expected remaining contractual cash flow requirements at March 31, 2023 for its liabilities and commitments with agreed repayment periods. The amounts presented are based on the undiscounted cash flows and therefore, may not equate to the carrying amounts on the consolidated statement of financial position.
| Less than | 6 months | |||||||
|---|---|---|---|---|---|---|---|---|
| 6 months | to 1 year | 1 to 3 years | Over 3 years | |||||
| Accounts payable and accrued liabilities | $ | 25,005 | $ | - | $ | 285 | $ | - |
| Debt | - | 9,000 | 56,000 | - | ||||
| Operating and purchase commitments | 10,408 | 997 | 87 | 41 | ||||
| $ | 35,413 | $ | 9,997 | $ | 56,372 | $ | 41 |
The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's principal sources of liquidity are its cash flow from operating activities and cash of $61,575 (December 31, 2022 - $54,471). Refer to note 16 for other commitments and contingencies. As a consequence of vanadium price fluctuations in recent years, a risk may exist that the Company will not have sufficient liquidity to meet its obligations as they come due.
Outstanding Share Data
(Exercise prices presented in this section are in Canadian dollars and also not thousands).
At March 31, 2023, there were 64,031 common shares of the Company outstanding. At the date of this MD&A, there were 64,047 common shares of the Company outstanding.
At March 31, 2023, under the share compensation plan of the Company, 80 RSUs were outstanding and 639 stock options were outstanding with exercise prices ranging from C$6.70 to C$30.40 and expiry dates ranging between August 16, 2023 and January 12, 2028. If exercised, the Company would receive proceeds of C$7,994. The weighted average exercise price of the stock options outstanding is C$12.51.
As of the date of this MD&A, 242 RSUs and 951 stock options were outstanding with stock option exercise prices ranging from C$6.67 to C$30.40 and expiry dates ranging between August 16, 2023 and April 13, 2028.
At March 31, 2023, 342 common share purchase warrants were outstanding with an exercise price of C$13.00 and expiring on December 8, 2025. If these warrants were exercised, the Company would receive proceeds of C$4,446.
As of the date of this MD&A, 342 common share purchase warrants were outstanding with an exercise price of C$13.00 and expiring on December 8, 2025.
Transactions With Related Parties
The Q1 2023 unaudited condensed interim consolidated financial statements include the financial statements of the Company and its subsidiaries. There have been no changes in the Company's ownership interests in its subsidiaries since December 31, 2022. The Company had transactions with related parties during Q1 2023. Refer to note 14.
Additional information regarding the compensation of officers and directors of the Company is disclosed in the Company's management information circular, which is available under the Company's profile at www.sedar.com and www.sec.gov.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 12 |
|---|
Commitments and Contingencies
At March 31, 2023, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $1,769 and all payable within one year. These contracts also require that additional payments of up to approximately $2,655 be made upon the occurrence of certain events such as change of control. As the triggering event has not occurred, the contingent payments have not been reflected in these consolidated financial statements.
In 2021, the Company signed a 10-year exclusive off-take agreement with a third party for the purchase of all standard and high purity grade vanadium products they produce. The annual quantity to be delivered to the Company in 2023 is 220 tonnes of V2O5, with the Company having a right of first refusal over additional amounts.
The Company is committed to the purchase of 60 tonnes per month of V2O5^^from third parties for the remainder of 2023.
LCE is required to pay a royalty of 7.5% of the net sales price of each VRFB which contains a manufactured licensed product or uses or transfers a licensed product on or after January 1, 2022. In April 2023, this was amended so that LCE will be required to pay a royalty of $120 per kilowatt capacity of a licensed product until such time as the licensed patents expire or are abandoned, and $60 per kilowatt thereafter. Refer to note 7 for details of the royalties payable at the Maracás Menchen Mine.
The Company is committed to a minimum amount of rental payments under five leases of office space which expire between December 31, 2023 and May 1, 2027. Minimum rental commitments remaining under the leases are approximately $355, including $225 due within one year.
At the Company's Maracás Menchen Mine and at Largo Clean Energy, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of March 31, 2023 of $9,411.
The Company, through its subsidiaries, is party to legal proceedings in the ordinary course of its operations related to legally binding agreements with various third parties under supply contracts and consulting agreements. During the year ended December 31, 2022, the Company received a ruling regarding one such proceeding in Brazil. This relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The ruling requires the Company to pay amounts due, plus interest and legal fees. At March 31, 2023, the Company recognized a provision of R$27,106 ($5,335) in the current portion of provisions (December 31, 2022 - $5,076). The Company is awaiting a further ruling from a higher court in Brazil.
The Company and its subsidiaries are party to legal proceedings regarding labour matters. A provision was recorded at December 31, 2022 for such proceedings in Brazil in an amount of R$1,223 ($234). At March 31, 2023, the provision recognized was R$1,223 ($241).
The outcome of these proceedings remains dependent on the final judgment. Management does not expect the outcome of any of the remaining proceedings to have a materially adverse effect on the results of the Company's financial position or results of operations.
Disclosure Controls And Procedures And Internal Controls Over Financial Reporting
Disclosure Controls and Procedures
The Company's disclosure controls and procedures ("DC&P") are designed to provide reasonable assurance that all relevant information is communicated to management to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the Company's DC&P, as defined under the rules of the Canadian Securities Administration, was conducted as at December 31, 2022 under the supervision of the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") and with the participation of management. Based on the results of that evaluation, the CEO and CFO concluded that the Company's DC&P were effective as at December 31, 2022 providing reasonable assurance that the information required to be disclosed in the Company's annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported in accordance with securities legislation.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 13 |
|---|
Internal Control over Financial Reporting
Internal control over financial reporting ("ICFR") is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. ICFR should include those policies and procedures that establish the following:
• maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of assets;
• reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS;
• receipts and expenditures are only being made in accordance with authorizations of management or the Board of Directors; and
• reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial instruments.
The Company's management, under supervision of the CEO and CFO, assessed the effectiveness of the Company's ICFR based on the criteria established in Internal Control - Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission and concluded that as at December 31, 2022, the Company's ICFR was effective.
During the three months ended March 31, 2023, the Company completed the implementation of an ERP software. The process of implementing the ERP software represented a material change in the Company's ICFR. Pre-implementation testing and post-implementation reviews were conducted by management to ensure that internal controls surrounding the system implementation process, the applications and the closing process were properly designed and implemented to ensure continuity in the Company's system of internal controls. There were no other changes in the Company's ICFR that would have materially affected, or reasonably likely to materially affect, its ICFR.
Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting
The Company's management, including the CEO and CFO, believe that due to inherent limitations, any DC&P or ICFR, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Additionally, management is required to use judgment in evaluating DC&P and ICFR.
Significant Accounting Judgments, Estimates And Assumptions
The preparation of the unaudited condensed interim consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These unaudited condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.
Significant areas requiring the use of estimates and assumptions relate to the determination of mineral reserve estimates and the impact on stripping costs, useful lives of mine properties, plant and equipment, impairment analysis of non-financial assets, estimates of the timing of outlays for asset retirement obligations and the determination of functional currencies. Other significant areas include the valuation of mine properties, plant and equipment and development properties, estimates of provisions for environmental rehabilitation, current and deferred taxes and contingencies. Refer to note 3(d) of the annual consolidated financial statements for the year ended December 31, 2022 for a detailed description of these areas of significant judgment, estimates and assumptions. Actual results could differ from those estimates.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 14 |
|---|
Changes In Accounting Policies
The basis of presentation, and accounting policies and methods of their application in the Q1 2023 unaudited condensed interim consolidated financial statements are consistent with those used in the Company's annual consolidated financial statements for the year ended December 31, 2022, except for any changes as disclosed in note 3.
Non-GAAP^2^^****^Measures
The Company uses certain non-GAAP measures in its MD&A, which are described in the following section. Non- GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS, the Company's GAAP, and might not be comparable to similar financial measures disclosed by other issuers. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Revenues Per Pound
The Company's MD&A refers to revenues per pound sold, V2O5^^revenues per pound of V2O5^^sold, V2O3 revenues per pound of V2O3 sold and FeV revenues per kg of FeV sold, which are non-GAAP financial measures that are used to provide investors with information about a key measure used by management to monitor performance of the Company.
These measures, along with cash operating costs, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.
The following table provides a reconciliation of revenues per pound sold, V2O5^^revenues per pound of V2O5 sold, V2O3 revenues per pound of V2O3 sold and FeV revenues per kg of FeV sold to revenues and the revenue information presented in note 18 as per the Q1 2023 unaudited condensed interim consolidated financial statements.
| Three months ended | ||||
|---|---|---|---|---|
| March 31, | March 31, | |||
| 2023 | 2022 | |||
| Revenues - V2O5^^produced^1^ | $ | 34,526 | $ | 21,814 |
| V2O5 sold - produced (000s lb) | 3,798 | 2,694 | ||
| V2O5 revenues per pound of V^2^O^5^sold - produced ($/lb) | $ | 9.09 | $ | 8.10 |
| Revenues - V2O5 ^^purchased^1^ | $ | 2,528 | $ | 386 |
| V2O5 sold - purchased (000s lb) | 309 | 44 | ||
| ^V2O5^revenues per pound of V2O5 ^^sold - purchased ($/lb) | $ | 8.18 | $ | 8.77 |
| Revenues - V2O5 ^1^ | $ | 37,054 | $ | 22,200 |
| V2O5 sold (000s lb) | 4,107 | 2,738 | ||
| V2O5 revenues per pound of V2O5 ^^sold ($/lb) | $ | 9.02 | $ | 8.11 |
| Revenues - V2O3 produced^1^ | $ | 1,483 | $ | - |
| V2O3 sold - produced (000s lb) | 134 | - | ||
| V2O3 revenues per pound of V2O3 sold - produced ($/lb) | $ | 11.07 | $ | - |
__________________________________________________ ^2^ GAAP - Generally Accepted Accounting Principles.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 15 | ||||
|---|---|---|---|---|
| Three months ended | ||||
| --- | --- | --- | --- | --- |
| March 31, | March 31, | |||
| 2023 | 2022 | |||
| Revenues - V2O3 purchased^1^ | $ | 1,155 | $ | - |
| V2O3 sold - purchased (000s lb) | 88 | - | ||
| V2O3 revenues per pound of V2O3 sold - purchased ($/lb) | $ | 13.13 | $ | - |
| Revenues - V2O3^1^ | $ | 2,637 | $ | - |
| V2O3 sold (000s lb) | 223 | - | ||
| V2O3 revenues per pound of V2O3 sold ($/lb) | $ | 11.83 | $ | - |
| Revenues - FeV produced^1^ | $ | 17,428 | $ | 19,028 |
| FeV sold - produced (000s kg) | 568 | 632 | ||
| FeV revenues per kg of FeV sold - produced ($/kg) | $ | 30.68 | $ | 30.11 |
| Revenues - FeV purchased^1^ | $ | 301 | $ | 1,460 |
| FeV sold - purchased (000s kg) | 10 | 40 | ||
| FeV revenues per kg of FeV sold - purchased ($/kg) | $ | 30.10 | $ | 36.50 |
| Revenues - FeV^1^ | $ | 17,730 | $ | 20,488 |
| FeV sold (000s kg) | 578 | 672 | ||
| FeV revenues per kg of FeV sold ($/kg) | $ | 30.67 | $ | 30.49 |
| Revenues^1^ | $ | 57,421 | $ | 42,688 |
| V2O5 equivalent sold (000s lb) | 6,281 | 4,921 | ||
| Revenues per pound sold ($/lb) | $ | 9.14 | $ | 8.67 |
1. As per note 18.
Cash Operating Costs and Cash Operating Costs Excluding Royalties
The Company's MD&A refers to cash operating costs per pound and cash operating costs excluding royalties per pound, which are non-GAAP ratios based on cash operating costs and cash operating costs excluding royalties, which are non-GAAP financial measures, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Maracás Menchen Mine is performing compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.
Cash operating costs includes mine site operating costs such as mining costs, plant and maintenance costs, sustainability costs, mine and plant administration costs, royalties and sales, general and administrative costs (all for the Mine properties segment), but excludes depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation, capital expenditures and exploration and evaluation costs. Operating costs not attributable to the Mine properties segment are also excluded, including conversion costs, product acquisition costs, distribution costs and inventory write-downs.
Cash operating costs excluding royalties is calculated as cash operating costs less royalties.
Cash operating costs per pound and cash operating costs excluding royalties per pound are obtained by dividing cash operating costs and cash operating costs excluding royalties, respectively, by the pounds of vanadium equivalent sold that were produced by the Maracás Menchen Mine.
Cash operating costs, cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound, along with revenues, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 16 |
|---|
The following table provides a reconciliation of cash operating costs and cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound for the Maracás Menchen Mine to operating costs as per the Q1 2023 unaudited condensed interim consolidated financial statements.
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, | March 31, | |||||
| 2023 | 2022 | |||||
| Operating costs^1^ | $ | 45,931 | $ | 28,958 | ||
| Professional, consulting and management fees^2^ | 844 | 1,036 | ||||
| Other general and administrative expenses^3^ | 309 | 267 | ||||
| Add: insurance proceeds^1^ | - | - | ||||
| Less: iron ore costs^1^ | (273 | ) | (215 | ) | ||
| Less: conversion costs^1^ | (1,918 | ) | (1,847 | ) | ||
| Less: product acquisition costs^1^ | (4,178 | ) | (1,550 | ) | ||
| Less: distribution costs^1^ | (1,447 | ) | (1,455 | ) | ||
| Less: depreciation and amortization expense^1^ | (7,251 | ) | (4,305 | ) | ||
| Cash operating costs | 32,017 | 20,889 | ||||
| Less: royalties^1^ | (2,445 | ) | (2,026 | ) | ||
| Cash operating costs excluding royalties | 29,572 | 18,863 | ||||
| Produced V^2^O^5^sold (000s lb) | 5,741 | 4,747 | ||||
| Cash operating costs per pound ($/lb) | $ | 5.58 | $ | 4.40 | ||
| Cash operating costs excluding royalties per pound ($/lb) | $ | 5.15 | $ | 3.97 |
1. As per note 19.
2. As per the Mine properties segment in note 15.
3. As per the Mine properties segment in note 15 less the increase in legal provisions of $119 (Q1 2023) as noted in the "other general and administrative expenses" section on page 5 of this MD&A.
Risks And Uncertainties
The Company is subject to various business, financial and operational risks that could materially adversely affect the Company's future business, operations and financial condition. These risks could cause such future business, operations and financial condition to differ materially from the forward-looking statements and information contained in this MD&A and as described in the Cautionary Statement Regarding Forward-Looking Information found in this MD&A.
The Company's business activities expose it to significant risks due to the nature of mining, development and exploration activities, as well as due to the nature of its VRFB business. The ability to manage these risks is a key component of the Company's business strategy. Management is forward looking in its assessment of risks. Identification of key risks occurs in the course of business activities, pursuing approved strategies and as part of the execution of risk oversight responsibilities at the management and Board of Directors' level.
For a full discussion of the Company's Risks and Uncertainties, please refer to the Annual Information Form for the year ended December 31, 2022, which is filed on www.sedar.com and www.sec.gov.
Cautionary Statement Regarding Forward-Looking Information
The information presented in this MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws concerning the Company's projects, capital, anticipated financial performance, business prospects and strategies and other general matters. Forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All information contained in this MD&A, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company or Largo Clean Energy to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the Annual Information Form of the Company and in its public documents filed on www.sedar.com and available on www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 17 |
|---|
Trademarks are owned by Largo Inc. (formerly Largo Resources Ltd).
Forward-looking information in this MD&A includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; costs of future activities and operations; the extent of capital and operating expenditures; the timing and cost related to the build out of the ilmenite plant and the titanium project, eventual production from the ilmenite plant and/or the titanium project, the ability to sell ilmenite, titanium dioxide pigment, V^2^O^5^or other vanadium commodities on a profitable basis; the ability to produce V^2^O^5^or V^2^O^3^according to customer specifications, the extent and overall impact of the COVID-19 pandemic in Brazil and globally, the extent and impact of global freight delays and higher inventory transit time. Forward-looking information in this MD&A also includes, but is not limited to, statements with respect to the Company's ability to build, finance and operate a profitable VRFB business, the projected timing and cost of the completion of the EGPE project, the ability to negotiate and enter into a joint venture agreement with Ansaldo Green Tech on terms satisfactory to the Company, the Company's ability to protect and develop its technology, the Company's ability to maintain its IP, the Company's ability to market, sell and fulfill orders for its VCHARGE battery system on specification and at a competitive price, the Company's ability to secure the required resources to build its VCHARGE battery, and the adoption of VFRB technology generally in the market.
The following are some of the assumptions upon which forward-looking information is based: that general business and economic conditions will not change in a material adverse manner; demand for, and stable or improving price of V^2^O^5^, other vanadium commodities, iron ore, ilmenite and titanium dioxide pigment; receipt of regulatory and governmental approvals, permits and renewals in a timely manner; that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company's operations at the Maracás Menchen Mine or relating to Largo Clean Energy, specifically in respect of the installation of the EGPE project; the availability of financing for operations and development; the ability to mitigate the impact of heavy rainfall; the reliability of production, including, without limitatiom, access to massive ore and the ability to mitigate the impact of heavy rainfall; the Company's ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; that the estimates of the resources and reserves at the Maracás Menchen Mine are within reasonable bounds of accuracy (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based); the competitiveness of the Company's VRFB technology; the ability to obtain funding through government grants and awards for the green energy sector, the accuracy of cost estimates and assumptions for future variations of the VCHARGE battery system design; that the Company's current plans for iron ore, ilmenite, titanium dioxide pigment and VRFBs can be achieved; the Company's "two-pillar" business strategy will be successful; the Company's sales and trading arrangements will not be affected by the evolving sanctions against Russia; and the Company's ability to attract and retain skilled personnel and directors; the ability of management to execute strategic goals.
Actual results could differ materially from those anticipated in this forward-looking information as a result of the risks and uncertainties including, without limitation: volatility in prices of, and demand for, V^2^O^5^, ilmenite, titanium dioxide and other vanadium commodities; risks inherent in mineral exploration and development; uncertainties associated with estimating mineral resources; uncertainties related to title to the Company's mineral projects; the risks inherent with the introduction and reliance on recently developed VRFB technology; revocation of government approvals; tightening of the credit markets, global economic uncertainty and counterparty risk; failure of plant, equipment or processes to operate as anticipated; unexpected operational events and delays; competition for, among other things, capital and skilled personnel; geological, technical and drilling problems; fluctuations in foreign exchange or interest rates and stock market volatility; rising costs of labour and equipment; risks associated with political and/or economic instability in Brazil, including, without limitation, negative views of the mining industry; compliance with applicable sanctions regimes; inherent uncertainties involved in the legal dispute resolution process, including in foreign jurisdictions; changes in income tax and other laws of foreign jurisdictions; and other factors discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2022 which is filed on www.sedar.com and www.sec.gov, and any additional risks as included in "Risks and Uncertainties" above. Assumptions relating to the potential mineralization of the Maracás Menchen Mine are discussed in the Technical Report. Statements relating to mineral resources are also forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. There is no certainty that it will be commercially viable to produce any portion of the mineral resources.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 18 |
|---|
The forward-looking information is presented in this MD&A for the purpose of assisting investors in understanding the Company's plans, objectives and expectations in making an investment decision and may not be appropriate for other purposes. This forward-looking information is expressly qualified in its entirety by this cautionary statement. Forward-looking information contained in this MD&A or documents incorporated herein by reference are made as of the date hereof or the document incorporated herein by reference, as applicable, and are accordingly subject to change after such date. The Company disclaims any obligation to update any such forward-looking information to reflect events or circumstances after the date of such information, or to reflect the occurrence of anticipated or unanticipated events, except as required by law.
Certain terms appearing in the following table are defined previously in this MD&A. This table contains the material forward-looking statements made by the Company in this MD&A, the assumptions made by the Company in making those statements and the risk factors associated with those assumptions.
| Forward-looking | Assumptions | Risk Factors |
|---|---|---|
| Statements | ||
| The Q1 2023 unaudited condensed interim consolidated financial statements were prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business. | The Company has assumed that it will be able to continue in operation for the foreseeable future and will be able to discharge its liabilities and commitments in the normal course of business, as it anticipates that it will address working capital and other shortfalls through positive cash flow from operations. | The Company's continuance as a going concern is dependent on its ability to maintain profitable levels of operations.<br><br> <br>The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategy, vanadium prices, economic conditions and associated risks. To maintain or adjust its capital structure, the Company may adjust capital expenditures, issue new common shares or take on new debt. At the date of this MD&A, the Company's debt balance was $65,000. Refer to note 9. |
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 19 | ||
| --- | ||
| Forward-looking | Assumptions | Risk Factors |
| --- | --- | --- |
| Statements | ||
| Production volumes are expected to achieve the expanded nameplate capacity of 1,100 tonnes per month during 2023.<br><br> <br>2023 Production <br>Guidance:<br><br> <br>9,000 - 11,000 tonnes | The Company assumes that consistent production levels will achieve a level of or in excess of 1,000 tonnes per month in 2023 during normal operation. | The Company prepares future production estimates with respect to existing operations.<br><br> <br>Actual production and costs may vary from the estimates for a variety of reasons such as estimates of grade, tonnage, dilution and metallurgical and other characteristics of the ore varying from the actual ore mined, revisions to mine plans, risks and hazards associated with mining, adverse weather conditions, unexpected labour shortages or strikes, equipment or design failures and other interruptions in production.<br><br> <br>Production costs may also be affected by increased mining costs, variations in predicted grades of the deposits, increases in level of ore impurities, labour costs, raw material costs, inflation and fluctuations in currency exchange rates. Failure to achieve production targets or cost estimates could have a material adverse impact on the Company's sales, profitability, cash flow and overall financial performance.<br><br> <br>In the event that the Company obtains debt financing, repayment terms associated with such financing will likely be based, among other things, on production schedule estimates. Any failure to meet such timelines or to produce amounts forecast may constitute defaults under such debt financing, which could result in the Company having to repay loans. |
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 20 | ||
| --- | ||
| Forward-looking | Assumptions | Risk Factors |
| --- | --- | --- |
| Statements | ||
| 2023 Costs Guidance:<br><br>Cash operating costs<br>excluding royalties per<br>pound<br>$4.85 - $5.65 | The Company assumes that its current estimation of future operating costs is accurate, as it is largely based on the current cost profile of operations at the Maracás Menchen Mine. | Capital and operating cost estimates made by management with respect to future projects, or current operations in the early stages of production are estimates which are in turn based, among other things, on interpretation of geological data, feasibility studies, anticipated climactic conditions and other information.<br><br> <br>Any or all of the above could affect the accuracy of the estimates including unanticipated changes in grade and tonnage to be mined and processed; incorrect data on which engineering assumptions are made; unanticipated transportation costs; accuracy of equipment and construction cost estimates; difficulty or failure to meet scheduled construction completion dates, facility or equipment commissioning dates, or metal production dates; poor or unsatisfactory construction quality resulting in failure to meet completion, commissioning or production dates; increased expenditures required as a failure to meet completion, commissioning or production dates; capital overrun related to the completion of any construction phase including capital overrun associated with demobilization of construction workers and contractors; labour negotiations; unanticipated costs relating to the commencement of operations, ramp up and production sustainment; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas or exportation of the Company's products; and change in commodity input costs and quantities). |
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 21 | ||
| --- | ||
| Forward-looking | Assumptions | Risk Factors |
| --- | --- | --- |
| Statements | ||
| Sustaining capital expenditures of approximately $13,000 to $14,000 are expected to be required in 2023 to sustain the operational capacity to achieve the stated production guidance (excluding capitalized waste stripping costs). | Management assumes that its current estimation of capital expenditures is accurate, as based on operational estimates produced and current experience with operations. | Capital and operating costs estimates made by management with respect to future projects, or current operations in production, or not yet in the production phase are estimates which are in turn based, among other things, on interpretation of geological data, feasibility studies, anticipated climactic conditions and other information.<br><br>Any or all of these can affect the accuracy of the estimates including unanticipated changes in grade and tonnage to be mined and processed; incorrect data on which engineering assumptions are made; unanticipated transportation costs; accuracy of equipment and construction cost estimates; difficulty or failure to meet scheduled construction completion dates, facility or equipment commissioning dates, or metal production dates; poor or unsatisfactory construction quality resulting in failure to meet completion, commissioning or production dates; increased expenditures required as a failure to meet completion, commissioning or production dates; capital overrun related to the completion of any construction phase including capital overrun associated with demobilization of construction workers and contractors; labour negotiations; unanticipated costs relating to the commencement of operations, ramp up and production sustainment; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas or exportation of the Company's products; and change in commodity input costs and quantities). |
Forward-looking statements and forward looking information are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward looking information, including, but not limited to, unexpected events during operations; variations in ore grade; risks inherent in the mining industry; delay or failure to receive board approvals; timing and availability of external financing on acceptable terms; risks relating to international operations; actual results of exploration activities; conclusions of economic valuations; changes in project parameters as plans continue to be refined; and fluctuating metal prices and currency exchange rates.
Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.
Investors are advised that National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") requires that each category of mineral reserves and mineral resources be reported separately. Mineral resources that are not mineral reserves do not have demonstrated economic viability.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 22 |
|---|
A Note for US Investors Regarding Estimates of Measured, Indicated and Inferred Mineral Resources and Proven and Probable Mineral Reserves
This MD&A uses the terms "Mineral Reserve", "Proven Mineral Reserve", "Probable Mineral Reserve", "Mineral Resource", "Measured Mineral Resource", "Indicated Mineral Resource" and "Inferred Mineral Resource", which are Canadian mining terms as defined in and required to be disclosed in accordance with National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101"), which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves ("CIM Standards"), adopted by the CIM Council, as amended. Until recently, the CIM Standards differed significantly from standards in the United States. The U.S. Securities and Exchange Commission (the "SEC" or the "Commission") adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide 7. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be "substantially similar" to the corresponding definitions under the CIM Standards, as required under NI 43-101.
United States investors are cautioned that while the above terms are "substantially similar" to the corresponding CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. Accordingly, there is no assurance any Mineral Reserves or Mineral Resources that the Company may report as "Proven Mineral Reserves", "Probable Mineral Reserves", "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.
United States investors are also cautioned that while the SEC now recognizes "Indicated Mineral Resources" and "Inferred Mineral Resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "Indicated Mineral Resources" or "Inferred Mineral Resources" that the Company reports are or will be economically or legally mineable. Further, "Inferred Mineral Resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the "Inferred Mineral Resources" exist. In accordance with Canadian securities laws, estimates of "Inferred Mineral Resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.
Accordingly, information contained in this MD&A and the documents incorporated by reference herein containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.
| Management's Discussion and Analysis for the Three Months Ended March 31, 2023 23 |
|---|
Largo Inc.: Exhibit 99.3 - Filed by newsfilecorp.com
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Daniel Tellechea, Interim Chief Executive Officer of LARGO INC., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO INC. (the "issuer") for the interim period ended March 31, 2023.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- 2 -
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 10, 2023
*"Signed"______________________________________*Daniel TellecheaInterim Chief Executive Officer
Largo Inc.: Exhibit 99.4 - Filed by newsfilecorp.com
FORM 52-109F2
CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE
I, Ernest Cleave, Chief Financial Officer of LARGO INC., certify the following:
Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO INC. (the "issuer") for the interim period ended March 31, 2023.
No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.
Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings, for the issuer.
Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings
(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that
(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and
(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.
5.1 Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.
5.2 ICFR - material weakness relating to design: N/A
5.3 Limitation on scope of design: N/A
- Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2023 and ended on March 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.
Date: May 10, 2023
"Signed"
______________________________________Ernest Cleave
Chief Financial Officer
Largo Inc.: Exhibit 99.5 - Filed by newsfilecorp.com
| PRESS RELEASE | MAY 10, 2023 |
|---|
Largo Reports First Quarter 2023 Financial Results and Provides Update to 2023 Operational and Sales Outlook
All dollar amounts expressed are in thousands of U.S. dollars unless otherwise indicated.
Q1 2023 and Other Highlights
- Revenues of $57.4 million, a 35% increase over Q1 2022, mainly due to greater sales quantities at a higher revenue per lb sold^1^; Revenues per pound sold^1^ of $9.14, a 5% increase over Q1 2022
- Operating costs of $45.9 million vs. $29.0 million in Q1 2022, and cash operating costs excluding royalties per pound^1^ of V2O****5 equivalent sold of $5.15 vs. $3.97 in Q1 2022
- Net loss of $1.2 million vs. a net loss of $2.0 million in Q1 2022
- Cash provided before working capital items of $8.2 million, a 42% increase over Q1 2022
- In January 2023, the Company secured two debt facilities: a two-year debt facility of $15.0 million, bearing interest at 6.85% per annum with payments due quarterly and principal repayments starting after a grace period of 180 days, and a three-year debt facility of $10.0 million, bearing interest at 8.36% per annum with an initial fee of 0.70% and payments due semi-annually with principal repayments starting after a grace period of 360 days
- Cash balance of $61.6 million, debt of $65.0 million and a net working capital^2^ surplus of $119.3 million exiting Q1 2023
- Total V2O****5 equivalent sales of 2,849 tonnes (including 245 tonnes of purchased material), a 28% increase over Q1 2022; V2O****5 production 2,111 tonnes (4.6 million lbs^3^) vs. 2,441 tonnes (4.4 million lbs^3^) in Q1 2022
- The Company has adjusted its annual 2023 V2O****5 equivalent production guidance to 9,000 - 11,000 tonnes from 11,000 - 12,000 tonnes, its annual 2023 V2O****5 equivalent sales guidance to 8,700 - 10,700 tonnes from 10,300 - 11,300 tonnes and its cash operating cost excluding royalties per lb sold guidance to $4.85 - 5.65 from $4.85 - 5.25
- Q1 2023 results conference call and webcast: Thursday, May 11th at 1:00 p.m. ET
Page 1 of 13
Vanadium Market Update^4^
- Spot demand remained strong in Q1 2023, primarily due to higher-than-expected demand from the aerospace sector with demand in the energy storage market anticipated to increase in future quarters largely due to anticipated Chinese vanadium redox flow battery ("VRFB") deployments
- The average benchmark price per pound of V2O****5 in Europe was $10.39 in Q1 2023, a 3% decrease from the average of $10.72 seen in Q1 2022; The average benchmark price per kg of ferrovanadium ("FeV") in Europe was $39.46 in Q1 2023, a 15% decrease from the average of $46.17 seen in Q1 2022, mainly due to lower spot demand from the steel sector in the quarter
TORONTO - Largo Inc. ("Largo" or the "Company") (TSX: LGO) (NASDAQ: LGO) today released financial and operating results for the three months ended March 31, 2023. The Company reported quarterly vanadium pentoxide ("V2O5") equivalent sales of 2,849 tonnes at a cash operating cost excluding royalties per pound^1^ sold of $5.15.
Daniel Tellechea, Interim CEO and Director of Largo, stated: "While first quarter results were in line with our annual 2023 guidance, we have revised our 2023 production, sales and cost guidance due to heavy rain in December causing the Company to delay its infill drilling campaign for 2023, which is required for further refinement of the Company's short-term mining model. Returning to normalized production levels remains the top priority for Largo as we work through this period of adjustment in our mining operations."
He continued: "However, we should not overlook the upcoming catalysts for the Company in 2023. We continued to progress with the construction of our ilmenite concentration plant during the first quarter and expect to complete construction in Q2 2023, with commissioning and ramp up following shortly thereafter. In addition, installation of our 6.1 megawatt-hour vanadium battery in Spain continued during Q1 2023 with final provisional acceptance scheduled for Q3 2023." He concluded: "As for the market, vanadium prices decreased approximately 6% in April 2023 as a result of lower short-term steel demand. Despite this, we believe vanadium's long-term and medium-term fundamentals remain strong, with considerable demand growth expected in the future from battery applications."
Financial Results
| (thousands of U.S. dollars ($), except for basic (loss) <br>per share and diluted (loss) per share) | Three months ended | |
|---|---|---|
| March 31, 2023 | March 31, 2022 | |
| Revenues | 57,421 | 42,688 |
| Operating costs | (45,931) | (28,958) |
| ***** Direct mine and production costs* | (28,419) | (17,560) |
| Net income before tax | 715 | 814 |
| Income tax (expense) | (333) | (602) |
Page 2 of 13
| Deferred income tax (expense) | (1,589) | (2,166) |
|---|---|---|
| Net (loss) | (1,207) | (1,954) |
| Basic (loss) per share | ($0.02) | ($0.03) |
| Diluted (loss) per share | ($0.02) | ($0.03) |
| Cash provided before working capital items | 8,150 | $5,751 |
| Net cash provided by (used in) operating activities | 4,953 | (4,050) |
| Net cash provided by financing activities | 25,305 | 385 |
| Net cash (used in) investing activities | (23,406) | (4,268) |
| Net change in cash | 7,104 | (5,396) |
| As at | ||
| March 31, <br>2023 | December 31, <br>2022 | |
| Cash | 61,575 | 54,471 |
| Debt | 65,000 | 40,000 |
| Working capital surplus^2^ | 119,345 | 115,171 |
Maracás Menchen Mine Operational and Sales Results
| **** | Q1 2023 | Q1 2022 |
|---|---|---|
| Total Ore Mined (tonnes) | 341,967 | 303,652 |
| Ore Grade Mined - Effective Grade^5^ (%) | 0.81 | 1.27 |
| Concentrate Produced (tonnes) | 78,695 | 92,324 |
| Grade of Concentrate (%) | 2.99 | 3.21 |
| Global Recovery^6^ (%) | 83.0 | 77.5 |
| V2O5 Produced (Flake + Powder) (tonnes) | 2,111 | 2,442 |
| V2O**5 produced (equivalent pounds^3^) | 4,653,953 | 5,383,682 |
| V2O****5 Equivalent Sold (tonnes) | 2,849 | 2,232 |
| Produced V2O**5 equivalent sold (tonnes) | 2,604 | 2,153 |
| Purchased V2O**5 equivalent sold (tonnes) | 245 | 79 |
| Cash Operating Costs Excluding Royalties per pound ($/lb)^1^ | 5.15 | 3.97 |
| Revenues per pound sold ($/lb)^1^ | 9.14 | 8.67 |
Page 3 of 13
Q1 2023 Financial Highlights
- During Q1 2023, the Company recognized revenues of $57.4 million from sales of 2,849 tonnes of V2O5 equivalent (Q1 2022 - 2,232 tonnes). This represents a 35% increase in revenues over Q1 2022 ($42.7 million) and is mainly due to greater sales quantities at a higher revenue per lb sold^1^.
- Operating costs of $45.9 million in Q1 2023 (Q1 2022 - $29.0 million) include direct mine and production costs of $28.4 million (Q1 2022 - $17.6 million), conversion costs of $1.9 million (Q1 2022 - $1.8 million), product acquisition costs of $4.2 million (Q1 2022 - $1.6 million), royalties of $2.4 million (Q1 2022 - $2.0 million), distribution costs of $1.4 million (Q1 2022 - $1.4 million), depreciation and amortization of $7.3 million (Q1 2022 - $4.3 million) and iron ore costs of $0.3 million (Q1 2022 - $0.2 million). The increase in direct mine and production costs is attributable to low ore availability due in part to the heavy rains in December 2022, as well as a shutdown for the completion of the planned maintenance and refractory refurbishment in the kiln. Higher mining costs, the lack of production stability and the ramp up following the shutdown negatively impacted costs in Q1 2023. In addition, as compared with Q1 2022, the Company experienced cost increases in critical consumables, including sodium carbonate, as well as increased consumption of ammonium sulfate.
- Cash operating costs excluding royalties per pound^1^ sold were $5.15 in Q1 2023, compared with $3.97 in Q1 2022. The increase seen in Q1 2023 compared with Q1 2022 is largely due to the reasons noted above for operating costs, with the previously noted plant shutdowns negatively impacting operational and financial performance for the quarter.
- Professional, consulting and management fees were $5.5 million in Q1 2023, compared with $5.9 million in Q1 2022, representing a 6% decrease. The decrease is primarily due to lower costs incurred for Largo Physical Vanadium Corp. ("LPV") in Q1 2023 than in the previous comparative quarter.
- Other general and administrative expenses were $3.3 million in Q1 2023, compared with $1.7 million in Q1 2022. The increase is primarily attributable to increased depreciation in Q1 2023 from the Company's software intangible asset, as well as increased IT related costs in support of the Company's enterprise resource planning ("ERP") software implementation. The Company also saw increased costs at LCE, which are primarily related to increased travel costs arising from its battery installation activities in Spain.
- Share-based payments in Q1 2023 decreased from Q1 2022 by 266% to an expense recovery of $1.3 million. The decrease was attributable to the reversal of share-based payment expenditures on forfeited unvested stock options and restricted share units ("RSUs") as well as a reduced number of stock options and RSUs granted in Q1 2023, as compared with Q1 2022.
- Finance costs were $1.4 million in Q1 2023, compared with $0.2 million in Q1 2022. The increase is attributable to increased debt, as well as an initial financing fee on the Company's new debt facilities.
- Technology start-up costs were $2.8 million in Q1 2023, representing a 7% decrease over Q1 2022. These costs relate to activities at LCE focussed on the deployment of its initial VCHARGE VRFB system in Spain with the quarter seeing increased activity by the field service team and higher transportation and installation costs.
- Cash provided by financing activities in Q1 2023 increased from cash provided by financing activities in Q1 2022 by $24.9 million. The movement is primarily due to the receipt of debt of $25.0 million.
- Cash used in investing activities in Q1 2023 of $23.4 million is an increase from the $4.3 million seen in Q1 2022. This is primarily due to capital expenditures for the ilmenite project and purchases of vanadium assets by LPV of $8.6 million.
Page 4 of 13
Additional Corporate Updates
- Q1 2023 Production Overview: Production of 2,111 tonnes of V2O5 in Q1 2023 was 14% lower than the 2,442 tonnes of V2O5 produced in Q1 2022. In Q1 2023, the Company experienced reduced massive ore inventory arising from the heavy rainfall in December 2022. The planned kiln maintenance and refractory refurbishment initially scheduled for February was completed in January during the stoppage in operations. In Q1 2023, the transition in mining contractor was completed and 341,967 tonnes of ore were mined with an effective grade^5^ of 0.81% of V2O5. The ore mined in Q1 2023 was 13% higher than in Q1 2022. The Company produced 78,695 tonnes of concentrate with an effective grade^5^ of 2.99%. The global recovery^6^ achieved in Q1 2023 was 83.0%, an increase of 7.1% from the 77.5% achieved in Q1 2022 and 11.1% higher than the 74.7% achieved in Q4 2022. The global recovery^6^ in January was 83.1%, with 82.9% achieved in February and 82.7% achieved in March. Subsequent to Q1 2023, production in April 2023 was 676 tonnes of V2O5 equivalent.
- Q1 2023 High Purity Production: In Q1 2023, the Company produced 1,041 V2O5 equivalent tonnes of high purity products, including 813 tonnes of high purity V2O5 and 228 tonnes of high purity vanadium trioxide ("V2O3"). This represented 49% of the total quarterly production.
- Q1 2023 Sales Overview and Outlook: In Q1 2023, the Company sold 2,849 tonnes of V2O5 equivalent (Q1 2022 - 2,232 tonnes), including 245 tonnes of purchased products (Q1 2022 - 79 tonnes). Logistical challenges and transport costs have eased from their highs and the Company expects further improvements in the coming quarters and the Company continued to deliver on all its commercial commitments. The Company has also committed to the purchase of 60 tonnes per month of V2O5 from third parties for the remainder of the year. Subsequent to Q1 2023, sales in April 2023 were 1,101 tonnes of V2O5 equivalent, including 78 tonnes of purchased material.
- Stack Manufacturing Facility Improvements at LCE: All building improvements at Largo Clean Energy's ("LCE") facility in Wilmington, Massachusetts were completed during Q1 2023. Stack manufacturing has moved into its final location and LCE will now begin the process of restarting and scaling up the capacity to 12.5 megawatts ("MW") by the end of the year, with an ultimate capacity of 100 MW by the end of 2025. The sub-scale and chemistry teams have moved into their new lab, which, following an upgrade over the next two quarters, will increase the material and core technology testing capacity to support new vendors and performance improvements.
- Promotion of Paul Vollant to Chief Commercial Officer: Effective May 9, 2023, Largo has promoted Paul Vollant to Chief Commercial Officer in order to oversee all sales and strategic business development efforts related to the commodity division of the Company. His promotion reflects an unwavering commitment and support of the Company's sales efforts to date, including the establishment and oversight of Largo's sales and trading department. Mr. Vollant is highly experienced in the sales and marketing of metals and minerals and has specialized in strategic metals, particularly vanadium and titanium. Mr. Vollant joined Largo in 2019 as Director of Sales and Trading and was subsequently promoted to Vice President of Commercial in 2021.
Page 5 of 13
Update of 2023 Production and Sales Strategy Outlook
The Company is in the process of reviewing its short-term mine model to incorporate on-going infill drilling at the Campbell Pit. Based on results to date and expected future results, the Company has adjusted its annual 2023 production, sales and cash cost guidance.
Revised 2023 Production, Sales and Cost Guidance
| Tonnes V2O5 | Q2 | Q3 | Q4 | 2023 | ||||
|---|---|---|---|---|---|---|---|---|
| Low | High | Low | High | Low | High | Low | High | |
| Production | 2,200 | 2,400 | 2,400 | 3,300 | 2,400 | 3,300 | 9,000 | 11,000 |
| Sales^1^ | 1,900 | 2,300 | 2,000 | 2,600 | 2,200 | 3,300 | 8,700 | 10,700 |
i. The revised annual 2023 sales guidance does not include purchased material.
| Cash Operating Cost Excluding Royalties ($/lb sold)^1^ | $4.85 - 5.65 |
|---|
Q1 2023 Webcast and Conference Call Information
To join the conference call without operator assistance, you may register and enter your phone number at https://emportal.ink/40oF5sO to receive an instant automated call back.
You can also dial direct to be entered to the call by an Operator via dial-in details below.
| Conference Call Details | |
|---|---|
| Date: | Thursday, May 11, 2023 |
| Time: | 1:00 p.m. ET |
| Dial-in Number: | Local: +1 (416) 764-8650 |
| North American Toll Free: +1 (888) 664-6383 | |
| Conference ID: | 09350530 |
| Webcast Registration Link: | https://app.webinar.net/NxAb5Ek3Yjp |
| RapidConnect Link | https://emportal.ink/40oF5sO |
| Replay Number: | Local / International: + 1 (416) 764-8677 |
| North American Toll Free: +1 (888) 390-0541 | |
| Replay Passcode: 350530# | |
| Website: | To view press releases or any additional financial information, please visit the Investor Resources section of the Company's website at: www.largoinc.com/English/investor-resources |
A playback recording will be available on the Company's website for a period of 60-days following the conference call.
The information provided within this release should be read in conjunction with Largo's unaudited condensed interim financial statements for the three months ended March 31, 2023 and 2022 and its management's discussion and analysis for the three months ended March 31, 2023 which are available on our website at www.largoinc.com or on the Company's respective profiles at www.sedar.com and www.sec.gov.
Page 6 of 13
About Largo
Largo has a long and successful history as one of the world's preferred vanadium companies through the supply of its VPURE^TM^ and VPURE+^TM^ products, which are sourced from one of the world's highest-grade vanadium deposits at the Company's Maracás Menchen Mine in Brazil. Aiming to enhance value creation at Largo, the Company is in the process of implementing an ilmenite concentration plant using feedstock sourced from its existing operations in addition to advancing its U.S.-based clean energy division with its VCHARGE vanadium batteries. Largo's VCHARGE vanadium batteries contain a variety of innovations, enabling an efficient, safe and ESG-aligned long duration solution that is fully recyclable at the end of its 25+ year lifespan. Producing some of the world's highest quality vanadium, Largo's strategic business plan is based on two pillars: 1.) leading vanadium supplier with an outlined growth plan and 2.) U.S.-based energy storage business support a low carbon future.
Largo's common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange under the symbol "LGO". For more information, please visit www.largoinc.com.
For further information, please contact:
Investor Relations Alex Guthrie Senior Manager, External Relations +1.416.861.9778 aguthrie@largoinc.com
Cautionary Statement Regarding Forward-looking Information:
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities legislation. Forward‐looking information in this press release includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; the future price of commodities; costs of future activities and operations, including, without limitation, the effect of inflation and exchange rates; the effect of unforeseen equipment maintenance or repairs on production; timing of ilmenite production; the ability to produce high purity V2O5 and V2O3 according to customer specifications; the extent of capital and operating expenditures; the ability of the Company to make improvements on its current short-term mine plan; the impact of global delays and related price increases on the Company's global supply chain and future sales of vanadium products. Forward‐looking information in this press release also includes, but is not limited to, statements with respect to our ability to build, finance and successfully operate a VRFB business, the projected timing and cost of the completion of the EGPE project; our ability to protect and develop our technology, our ability to maintain our IP, the competitiveness of our product in an evolving market, our ability to market, sell and deliver our VCHARGE batteries on specification and at a competitive price, our ability to successfully deploy our VCHARGE batteries in foreign jurisdictions; our ability to negotiate and enter into a joint venture with Ansaldo Green Tech on terms satisfactory to the Company and the success of such joint venture; the receipt of necessary governmental permits and approvals on a timely basis, our ability to secure the required resources to build and deploy our VCHARGE batteries, and the adoption of VRFB technology generally in the market.
Page 7 of 13
The following are some of the assumptions upon which forward-looking information is based: that general business and economic conditions will not change in a material adverse manner; demand for, and stable or improving price of V2O5 and other vanadium commodities; receipt of regulatory and governmental approvals, permits and renewals in a timely manner; that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company's operations at the Maracás Menchen Mine or relating to Largo Clean Energy, specially in respect of the installation and commissioning of the EGPE project; the availability of financing for operations and development; the availability of funding for future capital expenditures; the ability to replace current funding on terms satisfactory to the Company; the ability to mitigate the impact of heavy rainfall; the Company's ability to procure equipment, services and operating supplies in sufficient quantities and on a timely basis; that the estimates of the resources and reserves at the Maracás Menchen Mine are within reasonable bounds of accuracy (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based); the accuracy of the Company's mine plan at the Maracás Menchen Mine, the competitiveness of the Company's VRFB technology; the ability to obtain funding through government grants and awards for the Green Energy sector, the accuracy of cost estimates and assumptions on future variations of VCHARGE battery system design, that the Company's current plans for ilmenite and VRFBs can be achieved; the Company's "two-pillar" business strategy will be successful; the Company's sales and trading arrangements will not be affected by the evolving sanctions against Russia; and the Company's ability to attract and retain skilled personnel and directors; the ability of management to execute strategic goals.
Forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All information contained in this news release, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Largo or Largo Clean Energy to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Largo and in its public documents filed on www.sedar.com and available on www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws. Readers should also review the risks and uncertainties sections of Largo's annual and interim MD&As which also apply.
Trademarks are owned by Largo Inc.
Page 8 of 13
Q****1 2023 Net Income Reconciliation
| **** | **** | Q1 2023 | **** | |
|---|---|---|---|---|
| Total V2O****5 equivalent sold | 000s lbs | 6,281 | A | |
| **** | tonnes^1^ | 2,849 | **** | |
| Produced V2O****5 equivalent sold | 000s lbs | 5,741 | B | |
| **** | tonnes^1^ | 2,604 | **** | |
| Revenues per pound sold | $/lb | $ | 9.14 | C |
| Cash operating costs per pound | $/lb | $ | 5.58 | D |
1. Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.
| Q1 2023 | |||
|---|---|---|---|
| Revenues | $ 57,421 | A x C<br>2,849 tonnes of V2O5 equivalent sold (Q1 2022 - 2,232 tonnes), with revenues per pound sold of $9.14 (Q1 2021 - $8.67) | |
| Cash operating costs | (32,017) | B x D<br>Global recovery of 83.0% (Q1 2022 - 77.5%), impact of shutdowns and cost and consumption increases for critical consumables, including HFO, ammonium sulfate and sodium carbonate | |
| Other operating costs | |||
| Conversion costs<br><br> <br>(costs incurred in converting V2O**5 to FeV that are recognized on the sale of FeV) | (1,918) | Note 19<br>568 tonnes of FeV sold | |
| Product acquisition costs<br><br> <br>(costs incurred in purchasing products from 3rd parties that are recognized on the sale of those products) | (4,178) | Note 19<br>245 tonnes of V2O5 equivalent of purchased products sold, compared with 79 tonnes in Q1 2022 with a cost of $1,550 |
Page 9 of 13
| Q1 2023 | ||
|---|---|---|
| Distribution costs | (1,447) | |
| Depreciation | (7,251) | |
| Increase in legal provisions | (119) | |
| Iron ore costs | (273) | |
| (15,186) | ||
| Commercial & Corporate costs | ||
| Professional, consulting and management fees | (2,133) | |
| Other general and administrative expenses | (1,389) | |
| Share-based payments | 1,342 | |
| (2,180) | ||
| Largo Clean Energy | (6,602) | |
| Largo Physical Vanadium | (80) | |
| Titanium project | (105) | |
| Foreign exchange loss | 417 | |
| Finance costs | (1,426) | |
| Interest income | 712 | |
| Exploration and evaluation costs | (239) | |
| Net income before tax | 715 | |
| Income tax expense | (333) | |
| Deferred income tax expense | (1,589) | |
| Net income (loss) | (1,207) |
All values are in US Dollars.
Non-GAAP Measures
The Company uses certain non-GAAP measures in its press release, which are described in the following section. Non-GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS, the Company's GAAP, and might not be comparable to similar financial measures disclosed by other issuers. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS.
Page 10 of 13
Revenues Per Pound
The Company's press release refers to revenues per pound sold, V2O**5 revenues per pound of V2O**5 sold and FeV revenues per kg of FeV sold, which are non-GAAP financial measures that are used to provide investors with information about a key measure used by management to monitor performance of the Company.
These measures, along with cash operating costs, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.
The following table provides a reconciliation of revenues per pound sold, V2O5 revenues per pound of V2O5 sold and FeV revenues per kg of FeV sold to revenues and the revenue information presented in note 18 as per the Q1 2023 unaudited condensed interim consolidated financial statements.
| Three months ended | |||
|---|---|---|---|
| March 31, <br>2023 | March 31,<br>2022 | ||
| Revenues - V2O5 produced^i^ | $ | 34,526 | 21,814 |
| V2O5 sold - produced (000s lb) | 3,798 | 2,694 | |
| V2O5 revenues per pound of V2O5 sold - produced ($/lb) | $ | 9.09 | 8.10 |
| Revenues - V2O5 purchased^i^ | $ | 2,528 | 386 |
| V2O5 sold - purchased (000s lb) | 309 | 44 | |
| V2O5 revenues per pound of V2O5 sold - purchased ($/lb) | $ | 8.18 | 8.77 |
| Revenues - V2O5^i^ | $ | 37,054 | 22,200 |
| V2O5 sold (000s lb) | 4,107 | 2,738 | |
| V2O5 revenues per pound of V2O5 sold ($/lb) | $ | 9.02 | 8.11 |
| Revenues - V2O3 produced^i^ | $ | 1,483 | - |
| V2O3 sold - produced (000s lb) | 134 | - | |
| V2O3 revenues per pound of V2O3 sold - produced ($/lb) | $ | 11.07 | - |
| Revenues - V2O3 purchased^i^ | $ | 1,155 | - |
| V2O3 sold - purchased (000s lb) | 88 | - | |
| V2O3 revenues per pound of V2O3 sold - purchased ($/lb) | $ | 13.13 | - |
| Revenues - V2O3^i^ | $ | 2,637 | - |
| V2O3 sold - purchased (000s lb) | 223 | - | |
| V2O3 revenues per pound of V2O3 sold ($/lb) | $ | 11.83 | - |
| Revenues - FeV produced^i^ | $ | 17,428 | 19,028 |
Page 11 of 13
| Three months ended | |||
|---|---|---|---|
| March 31, <br>2023 | March 31,<br>2022 | ||
| FeV sold - produced (000s kg) | 568 | 632 | |
| FeV revenues per kg of FeV sold - produced ($/lb) | $ | 30.68 | 30.11 |
| Revenues - FeV purchased^i^ | $ | 301 | 1,460 |
| FeV sold - purchased (000s kg) | 10 | 40 | |
| FeV revenues per kg of FeV sold - purchased ($/lb) | $ | 30.10 | 36.50 |
| Revenues - FeV^i^ | $ | 17,730 | 20,488 |
| FeV sold (000s kg) | 578 | 672 | |
| FeV revenues per kg of FeV sold ($/lb) | $ | 30.67 | 30.49 |
| Revenues^i^ | $ | 57,421 | 42,688 |
| V2O5 equivalent sold (000s lb) | 6,281 | 4,921 | |
| Revenues per pound sold ($/lb) | $ | 9.14 | 8.67 |
i. As per note 18 in the Company's Q1 2023 unaudited condensed interim consolidated financial statements.
Cash Operating Costs and Cash Operating Costs Excluding Royalties
The Company's press release refers to cash operating costs per pound and cash operating costs excluding royalties per pound, which are non-GAAP ratios based on cash operating costs and cash operating costs excluding royalties, which are non-GAAP financial measures, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Maracás Menchen Mine is performing compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.
Cash operating costs includes mine site operating costs such as mining costs, plant and maintenance costs, sustainability costs, mine and plant administration costs, royalties and sales, general and administrative costs (all for the Mine properties segment), but excludes depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation, capital expenditures and exploration and evaluation costs. Operating costs not attributable to the Mine properties segment are also excluded, including conversion costs, product acquisition costs, distribution costs and inventory write-downs.
Cash operating costs excluding royalties is calculated as cash operating costs less royalties.
Cash operating costs per pound and cash operating costs excluding royalties per pound are obtained by dividing cash operating costs and cash operating costs excluding royalties, respectively, by the pounds of vanadium equivalent sold that were produced by the Maracás Menchen Mine.
Cash operating costs, cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound, along with revenues, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.
Page 12 of 13
The following table provides a reconciliation of cash operating costs and cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound for the Maracás Menchen Mine to operating costs as per the Q1 2023 unaudited condensed interim consolidated financial statements.
| Three months ended | ||||||
|---|---|---|---|---|---|---|
| March 31, 2022 | March 31, 2022 | |||||
| Operating costs^i^ | $ | 45,931 | $ | 28,958 | ||
| Professional, consulting and management fees^ii^ | 844 | 1,036 | ||||
| Other general and administrative expenses^ii^^i^ | 309 | 267 | ||||
| Add: insurance proceeds^i^ | - | - | ||||
| Less: iron ore costs^i^ | (273 | ) | (215 | ) | ||
| Less: conversion costs^i^ | (1,918 | ) | (1,847 | ) | ||
| Less: product acquisition costs^i^ | (4,178 | ) | (1,550 | ) | ||
| Less: inventory write-down^i^ | (1,447 | ) | (1,455 | ) | ||
| Less: depreciation and amortization expense^i^ | (7,251 | ) | (4,305 | ) | ||
| Cash operating costs | 32,017 | 20,889 | ||||
| Less: royalties^i^ | (2,445 | ) | (2,026 | ) | ||
| Cash operating costs excluding royalties | 29,572 | 18,863 | ||||
| Produced V2O5 sold (000s lb) | 5,741 | 4,747 | ||||
| Cash operating costs per pound ($/lb) | $ | 5,58 | $ | 4.40 | ||
| Cash operating costs excluding royalties per pound ($/lb) | $ | 5.15 | $ | 3.97 |
i. As per note 19 in the Company's Q1 2023 unaudited condensed interim consolidated financial statements.
ii. As per the Mine properties segment in note 15 in the Company's Q1 2023 unaudited condensed interim consolidated financial statements.
iii. As per the Mine properties segment in note 15 less the increase in legal provisions of $0.1 million (Q1 2023) as noted in the "other general and administrative expenses" on page 5 of the Company's Q1 2023 management's discussion and analysis.
__________________________________________
^[1]^ Revenues per pound sold and cash operating costs are non-GAAP financial measures, and cash operating costs per pound and cash operating costs excluding royalties per pound are non-GAAP ratios with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this press release.
^[2]^ Defined as current assets less current liabilities per the consolidated statements of financial position.
^[3]^ Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.
^[4]^ Fastmarkets Metal Bulletin.
^[5]^ Effective grade represents the percentage of magnetic material mined multiplied by the percentage of V2O**5 in the magnetic concentrate.
^[6]^ Global recovery is the product of crushing recovery, milling recovery, kiln recovery, leaching recovery and chemical plant recovery.
Page 13 of 13