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exhibit99-2x1x1.jpg

 

Largo Inc.

Annual Consolidated Financial Statements
 

For the Years Ended December 31, 2024 and 2023

(Expressed in thousands / 000's of U.S. dollars)

 


Table of Contents

Annual Consolidated Statements of Financial Position 1
  
Annual Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)2
  
Annual Consolidated Statements of Changes in Equity 3
  
Annual Consolidated Statements of Cash Flows 4
  
Notes to the Annual Consolidated Financial Statements 
  
1)Nature of operations and liquidity5
   
2)Statement of compliance 5
   
3)Basis of preparation, material accounting policies, and future accounting changes6
   
4)Amounts receivable 16
   
5)Inventory 16
   
6)Assets and liabilities held for sale 17
   
7)Other intangible assets18
   
8)Mine properties, plant and equipment18
   
9)Leases19
   
10)Accounts payable and accrued liabilities 21
   
11)Debt 21
   
12)Provisions23
   
13)Issued capital 24
   
14)Equity reserves24
   
15)Non-controlling interest 26
   
16)Earnings (loss) per share 26
   
17)Taxes27
   
18)Related party transactions29
   
19)Segmented disclosure 29
   
20)Commitments and contingencies31
   
21)Capital management 32
   
22)Financial instruments32
   
23)Revenues34
   
24)Expenses36
   
25)Subsequent events 36

 


Management's Responsibility for Financial Reporting

The accompanying consolidated financial statements of Largo Inc. (the "Company" or "Largo") for the years ended December 31, 2024 and 2023 have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board. Management is responsible for the preparation and presentation of the consolidated financial statements, including responsibility for significant accounting judgments and estimates and, where relevant, the choice of accounting principles.

In discharging its responsibility for the integrity and fairness of the consolidated financial statements, management designs and maintains the necessary accounting systems and an appropriate system of internal controls to provide reasonable assurance that transactions are authorized, assets are safeguarded and financial records are properly maintained.

The board of directors (the "Board" or "Board of Directors") and the Audit Committee are composed primarily of Directors who are neither management nor employees of the Company. The Board is responsible for overseeing management in the performance of its financial reporting responsibilities, and for approving the financial information presented. The Board fulfills these responsibilities by reviewing the financial information prepared by management and discussing relevant matters with management and the independent auditors. The Audit Committee has the responsibility of meeting with management and the independent auditors to discuss the internal controls over the financial reporting process, auditing matters and financial reporting issues. The Board is also responsible for recommending the appointment of the Company's external independent auditors.

The Company's independent auditors audit the consolidated financial statements annually on behalf of the Company's shareholders. The Company's independent auditors have full and free access to management and the Audit Committee.

 

/s/ "Daniel Tellechea"/s/ "David Harris"
  
Daniel TellecheaDavid Harris
  
Interim Chief Executive OfficerChief Financial Officer
  
March 28, 2025March 28, 2025

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors of Largo Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statements of financial position of Largo Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of income (loss) and comprehensive income (loss), changes in equity, and cash flows for each of the years in the two- year period ended December 31, 2024, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and its financial performance and its cash flows for each of the years in the two-year period ended December 31, 2024, in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. 

Basis for Opinion

These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ KPMG LLP

Chartered Professional Accountants, Licensed Public Accountants


We have served as the Company's auditor since 2022.
 

Toronto, Canada

March 28, 2025


Largo Inc.

Expressed in thousands / 000's of U.S. dollars

Annual Consolidated Statements of Financial Position

      December 31,     December 31,  
  Notes   2024     2023  
Assets              
Cash   $ 22,106   $ 42,714  
Restricted cash     530     712  
Amounts receivable 4   9,741     25,598  
Inventory 5   47,538     61,565  
Assets held for sale 6   7,613     -  
Prepaid expenses     5,759     6,534  
Total Current Assets     93,287     137,123  
Other intangible assets 7   2,255     6,153  
Inventory subject to return 23   12,804     -  
Mine properties, plant and equipment 8   170,756     212,176  
Vanadium assets 15   17,491     18,674  
Deferred income tax asset 17(b)   22,075     7,495  
Total Non-current Assets     225,381     244,498  
Total Assets   $ 318,668   $ 381,621  
Liabilities              
Current portion of lease liability 6 $ -   $ 600  
Liabilities held for sale 6   962     -  
Accounts payable and accrued liabilities 10   31,270     31,439  
Deferred revenue     3,889     3,553  
Debt 11   74,780     -  
Current portion of provisions 12   3,358     6,863  
Total Current Liabilities     114,259     42,455  
Lease liability 6   -     925  
Non-current accounts payable and accrued liabilities 10   -     724  
Long term debt 11   17,500     75,000  
Provisions 12   2,043     6,718  
Revenues subject to refund 23   13,638     -  
Total Non-current Liabilities     33,181     83,367  
Total Liabilities     147,440     125,822  
Equity              
Issued capital 13   412,988     412,295  
Equity reserves 14   11,853     12,200  
Accumulated other comprehensive loss     (133,527 )   (98,200 )
Deficit     (126,496 )   (77,643 )
Equity attributable to owners of the Company     164,818     248,652  
Non-controlling Interest     6,410     7,147  
Total Equity     171,228     255,799  
Total Liabilities and Equity   $ 318,668   $ 381,621  
Nature of operations and going concern 1            
Commitments and contingencies 8, 20            
Subsequent events 25            

Approved on behalf of the Board of Directors,

/s/ "Alberto Arias" /s/ "David Brace"
   
Alberto Arias, Chairman David Brace, Director
 
Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 1
--The accompanying notes form an integral part of the consolidated financial statements--

Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Annual Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)

      Years ended  
      December 31,  
  Notes   2024     2023  
Revenues 23 $ 124,920   $ 198,684  
Expenses              
Operating costs 24   (145,818 )   (174,758 )
Professional, consulting and management fees     (16,304 )   (23,068 )
Foreign exchange loss     (12,517 )   (183 )
Other general and administrative expenses     (5,429 )   (11,792 )
Share-based payments 14   (1,321 )   362  
Finance costs 24   (9,460 )   (9,630 )
Interest income     1,523     2,018  
Technology start-up costs     (3,392 )   (6,122 )
Write-down of vanadium assets 15   (1,119 )   (4,862 )
Exploration and evaluation costs     (2,328 )   (5,705 )
      (196,165 )   (233,740 )
Net loss before tax   $ (71,245 ) $ (35,056 )
Income tax recovery (expense) 17(a)   2,813     (88 )
Deferred income tax recovery 17(a)   17,867     2,786  
Net loss   $ (50,565 ) $ (32,358 )
Other comprehensive income (loss)              
Items that subsequently will be reclassified to operations:              
Unrealized (loss) gain on foreign currency translation     (35,327 )   13,965  
Comprehensive loss   $ (85,892 ) $ (18,393 )
Net loss attributable to:              
Owners of the Company   $ (49,828 ) $ (30,343 )
Non-controlling interests   $ (737 ) $ (2,015 )
    $ (50,565 ) $ (32,358 )
Comprehensive loss attributable to:              
Owners of the Company   $ (85,155 ) $ (16,378 )
Non-controlling interests   $ (737 ) $ (2,015 )
    $ (85,892 ) $ (18,393 )
Basic loss per Common Share 16 $ (0.78 ) $ (0.51 )
Diluted loss per Common Share 16 $ (0.78 ) $ (0.51 )
Weighted Average Number of Shares Outstanding (in 000's)              
- Basic 16   64,088     64,038  
- Diluted 16   64,088     64,038  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 2
--The accompanying notes form an integral part of the consolidated financial statements--

Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares

Annual 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, 2022   64,006   $ 411,646   $ 14,138   $ (112,165 ) $ (48,227 ) $ 9,162   $ 274,554  
Share-based payments   -     -     (846 )   -     484     -     (362 )
Exercise of restricted share units   45     649     (649 )   -     -     -     -  
Expiry of warrants   -     -     (78 )   -     78     -     -  
Expiry of stock options   -     -     (365 )   -     365     -     -  
Currency translation adjustment   -     -     -     13,965     -     -     13,965  
Net loss for the year   -     -     -     -     (30,343 )   (2,015 )   (32,358 )
Balance at December 31, 2023   64,051   $ 412,295   $ 12,200   $ (98,200 ) $ (77,643 ) $ 7,147   $ 255,799  
                                           
Balance at December 31, 2023   64,051   $ 412,295   $ 12,200   $ (98,200 ) $ (77,643 ) $ 7,147   $ 255,799  
Share-based payments   -     -     890     -     431     -     1,321  
Exercise of restricted share units   61     693     (693 )   -     -     -     -  
Expiry of stock options   -     -     (544 )   -     544     -     -  
Currency translation adjustment   -     -     -     (35,327 )   -     -     (35,327 )
Net loss for the year   -     -     -     -     (49,828 )   (737 )   (50,565 )
Balance at December 31, 2024   64,112   $ 412,988   $ 11,853   $ (133,527 ) $ (126,496 ) $ 6,410   $ 171,228  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 3
--The accompanying notes form an integral part of the consolidated financial statements--

Largo Inc.

Expressed in thousands / 000's of U.S. dollars

Annual Consolidated Statements of Cash Flows

      Years ended  
      December 31,  
  Notes   2024     2023  
Operating Activities              
Net loss for the year   $ (50,565 ) $ (32,358 )
Depreciation     28,675     29,250  
Share-based payments 14   1,321     (362 )
Unrealized foreign exchange loss (gain)     12,112     (509 )
Loss on sale of vanadium assets     -     156  
Finance costs 24   9,460     9,630  
Interest income     (1,523 )   (2,018 )
Write-down of inventory 5   18,475     4,068  
Derecognition of property, plant and equipment     1,092     -  
Write-down of vanadium assets     1,119     4,862  
Revenues subject to refund 23   13,638     -  
Inventory subject to return 23   (12,804 )   -  
Income tax (recovery) expense 17(a)   (2,813 )   88  
Deferred income tax recovery 17(a)   (17,867 )   (2,786 )
Income tax refund (paid)     2,914     (686 )
Cash Provided Before Working Capital Items     3,234     9,335  
Change in amounts receivable     14,095     (3,861 )
Change in inventory     (5,845 )   1,293  
Change in prepaid expenses     (278 )   7,961  
Changes in accounts payable and provisions     (383 )   4,614  
Change in deferred revenue     336     1,855  
Net Cash Provided by Operating Activities     11,159     21,197  
Financing Activities              
Receipt of debt 11   44,355     70,000  
Repayment of debt 11   (27,075 )   (35,000 )
Interest paid     (6,301 )   (7,065 )
Interest received     1,483     2,014  
Lease payments     (600 )   (580 )
Change in restricted cash     182     (242 )
Net Cash Provided by Financing Activities     12,044     29,127  
Investing Activities              
Intangible assets     -     (157 )
Mine properties, plant and equipment     (42,226 )   (53,546 )
Purchase of vanadium assets     -     (10,115 )
Sale of vanadium assets     -     933  
Net Cash Used in Investing Activities     (42,226 )   (62,885 )
Effect of foreign exchange on cash     (1,585 )   804  
Net Change in Cash     (20,608 )   (11,757 )
Cash position - beginning of the year     42,714     54,471  
Cash Position - end of the year   $ 22,106   $ 42,714  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 4
--The accompanying notes form an integral part of the consolidated financial statements--

Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

1) Nature of operations and going concern

Largo Inc. ("the Company") is a producer and supplier of high-quality vanadium products, which are sourced from one of the world's high-grade vanadium deposits at the Company's Maracás Menchen Mine located in Brazil. The Company is also focused on the ramp up of its ilmenite concentrate plant and has signed binding agreements to complete a transaction for its U.S.-based clean energy business, including its vanadium flow battery technology. Refer to note 6. While the Company's Maracás Menchen Mine is producing vanadium products, 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 100 King Street West, Suite 1600, Toronto, Ontario, Canada M5X 1G5. 

These consolidated financial statements have been prepared on a going concern basis. The going concern basis of presentation assumes the Company will continue in operation for the foreseeable future and can realize its assets and discharge its liabilities in the normal course of business. In making the assessment that the Company is a going concern, management has taken into account all available information about the future, which is at least, but not limited to, 12 months from December 31, 2024.

The Company incurred a net loss of $50,565 for the year ended December 31, 2024 (year ended December 31, 2023 - $32,358) and had a working capital deficit (current assets less current liabilities) of $20,972 (December 31, 2023 - surplus of $94,668), which includes $74,780 in debt maturing within the next twelve months. The Company has experienced declining operating results and cash flows over the course of the last year as a result of declining vanadium prices and increased costs. Since December 31, 2023, vanadium prices have declined by over 15%, which has a significant impact on the Company's cashflows. The Company has implemented changes to address underlying operating issues and during 2024, announced a number of initiatives at its Maracás Menchen Mine that the Company believes will reduce its operating costs and are required in order to generate positive cash flows from operating activities. There can be no assurance that these initiatives will be successful.

The Company will require additional sources of capital to repay its liabilities and fund operations. The Company is actively pursuing various alternatives to increase its liquidity and capital resources, including refinancing of its existing debt facilities and obtaining additional debt facilities, which could be provided by banks, private capital providers and/or institutional investors. There can be no assurance that the Company will be able to secure additional funding on terms acceptable to the Company, or at all, or be able to successfully implement strategic alternatives.

Due to material uncertainties surrounding future vanadium prices, the Company achieving positive cash flows from operating activities within the next twelve months if current vanadium prices persist or decline, and the Company's ability to raise additional financing to satisfy the repayment of debt maturing within the next twelve months, it is not possible to predict the success of the Company's efforts in this regard. These factors indicate the existence of material uncertainties that cast substantial doubt about the Company's ability to continue as a going concern.

These consolidated financial statements do not include the adjustments to the amounts and classification of assets and liabilities that would be necessary should the Company be unable to continue as a going concern. These adjustments may be material.

 

2) Statement of compliance

These consolidated financial statements 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. The material accounting policies applied in these consolidated financial statements are presented in note 3 and are based on IFRS effective as at December 31, 2024.

The consolidated financial statements were approved by the Board of Directors of the Company on March 28, 2025.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 5


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

3) Basis of preparation, material accounting policies, and future accounting changes

These consolidated financial statements have been prepared on a historical cost basis except for certain financial instruments which are measured at fair value and certain inventory balances carried at net realizable value. In addition, these consolidated financial statements have been prepared using the accrual basis of accounting, except for cash flow information.

The preparation of financial statements in accordance with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

These 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.

The Company adopted the following IFRS amendments in 2024, which did not have a material effect on these consolidated financial statements.

  • Amendments to IAS 1 Presentation of Financial Statements - Classification of Liabilities as Current or Non-current, clarifying the classification requirements in the standard for liabilities as current or non-current;
  • Amendments to IAS 1 Presentation of Financial Statements - Non-current Liabilities with Covenants, clarifying the classification, presentation and disclosure requirements in the standard for noncurrent liabilities with covenants;
  • Amendments to IFRS 16 Leases - Lease Liability in a Sale and Leaseback, clarifying subsequent measurement requirements for sale and leaseback transactions for seller-lessees; and
  • Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures - Supplier Finance Arrangements, adding disclosure requirements that require entities to provide qualitative and quantitative information about supplier finance arrangements.

a) Basis of consolidation

Subsidiaries consist of entities over which the Company is exposed to, or has rights to, variable returns as well as the ability to affect those returns through the power to direct the relevant activities of the entity. Subsidiaries are consolidated from the date control is transferred to the Company and are de-consolidated from the date control ceases. The consolidated financial statements include all the assets, liabilities, revenues, expenses and cash flows of the Company and its subsidiaries after eliminating inter-entity balances and transactions.

The consolidated financial statements include the financial condition and results of operations of the Company and its subsidiaries as outlined below.

    December 31,    
  Property       Accounting
Name (Country) 2024 2023 Arrangement Method
Largo Vanádio de Maracás S.A. Maracás Menchen
Mine (Brazil)
99.94% 99.94% Subsidiary Consolidation
Largo Titânio Ltda. N/A (Brazil) 100% 100% Subsidiary Consolidation
Largo Commodities Trading Ltd. N/A (Ireland) 100% 100% Subsidiary Consolidation
Largo Resources USA Inc. N/A (USA) 100% 100% Subsidiary Consolidation
Largo Clean Energy Corp. N/A (USA) 100% 100% Subsidiary Consolidation
Largo Physical Vanadium Corp. N/A (Canada) 65.70% 65.70% Subsidiary Consolidation

b) Functional and presentation currency

The consolidated financial statements are presented in U.S. dollars which is the functional and reporting currency of the Company. The functional currency of the Company's subsidiaries is also the U.S. Dollar, other than its Brazilian subsidiaries, for which it is the Brazilian Real. The Company reconsiders the functional currency of its operations if there is a change in events and conditions which determine the primary economic environment. This is a significant judgment considering the significance of the revenues and costs to the Company's activities, and the primary economic environments in which the Company and its subsidiaries operate.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity's functional currency (foreign currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are translated at the rates prevailing at that date. Non-monetary items denominated in foreign currencies are translated at the rates prevailing on the transaction dates. Income and expenses are translated at the average exchange rates for the period where these approximate the rates on the dates of transactions.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 6


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

Exchange differences are recognized in the consolidated statements of income (loss) and comprehensive income (loss) in the period in which they arise. All other foreign exchange gains and losses are presented in the consolidated statements of income (loss) and comprehensive income (loss) within "foreign exchange (loss)".

The financial statements of subsidiaries that do not have the U.S. dollar as the functional currency are translated into U.S. dollars as follows: assets and liabilities - at the closing rate at the date of the statement of financial position; income and expenses - at the average rate for the period (if this is considered a reasonable approximation to actual rates) or at the rate on the date of transaction. All resulting changes are recognized in other comprehensive income (loss) as foreign currency translation adjustments.

c) Material accounting policies

1. Inventories

Finished products inventory, work-in-process inventory and stockpiles are measured at the lower of weighted average production cost or average purchase cost and net realizable value. Warehouse materials are measured at the lower of average purchase cost and net realizable value. Net realizable value is calculated as the difference between the estimated selling price and estimated costs to complete processing into a saleable form and variable selling expenses. The Company's vanadium and ilmenite products are accounted for as finished products inventory.

Production costs include the cost of materials, labour, mine site production overheads, depreciation and conversion costs to the applicable stage of processing. Costs for shared processes are allocated between vanadium and ilmenite inventory through consideration of the estimated net realizable values of the two products.

The cost of ore stockpiles is increased based on the related current cost of production for the period and decreased using the weighted average cost per tonne. Stockpiles are segregated between current and non-current inventories in the consolidated statement of financial position based on the period of planned usage.

Provisions for redundant and slow-moving items are made by reference to specific items of inventory. The Company reverses provisions where there is a subsequent increase in net realizable value and where the inventory is still on hand.

Spare parts, stand-by and servicing equipment held are generally classified as inventories. Major capital spare parts and stand-by equipment (insurance spares) are classified as a component of mine properties, plant and equipment.

2. Vanadium assets

Vanadium assets are the quantities of vanadium owned by Largo Physical Vanadium Corp. ("LPV"), or owned by another Largo entity pending future transfer to LPV, that are intended to be held for long-term price appreciation. This differs from the quantities held for sale to customers that are recognized as finished products inventory. Vanadium assets are measured at cost less accumulated impairment losses. The initial cost of vanadium assets comprises its purchase price or cost of production. Purchased vanadium assets are recognized on the date that control of the vanadium asset passes to the Company.

3. Mine properties, plant and equipment

The initial cost of an asset comprises its purchase price or construction cost, any costs directly attributable to bringing the asset into operation, the initial estimate of the rehabilitation obligation, and for qualifying assets, borrowing costs. The purchase price or construction cost is the aggregate amount paid and the fair value of any other consideration given to acquire or construct the asset and includes the direct charges associated with bringing the asset to the location and condition necessary for putting it into use. The capitalized value of a right of use asset is also included within mine properties, plant and equipment.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 7


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements 

When a mine construction project moves into the production stage, the capitalization of certain mine construction costs ceases and costs are either regarded as inventory or expensed, except for costs which qualify for capitalization relating to mining asset additions or improvements, or mineable reserve development.

When parts of an item of plant and equipment have different useful lives, they are accounted for as separate items (major components) of equipment.

4. Depreciation

Effective from the point an asset is available for its intended use, mine properties, plant and equipment are depreciated using either the straight line, or units-of-production methods over the shorter of the estimated economic life of the asset or the mining operation. Depreciation and amortization are determined based on the method which best represents the use of the assets.

The reserve and resource estimates for each mining operation are the prime determinants of the life of a mine. In general, when the useful life of mine properties, plant and equipment is akin to the life of the mining operation and the ore body's mineralization is reasonably well defined, the asset is depreciated on a units-of-production basis over its proven and probable mineral reserves. The Company evaluates the estimate of mineral reserves and resources at least on an annual basis and adjusts the units-of- production calculation prospectively. In 2024 and 2023, the Company has not incorporated any non- reserve material in its depreciation calculations on a units-of-production basis. Life of Mine ("LOM") plans are typically developed annually and are based on management's current best estimates of optimized mine and processing plans, future operating costs and the assessment of capital expenditures of a mine site. Any change in the useful life is adjusted prospectively.

The estimated useful lives for buildings, machinery and equipment ranges from 10 to 30 years. Office equipment and computers are depreciated using the straight-line method, with estimated useful lives of 5 years and 3 years, respectively. Vehicles are depreciated using the declining balance method using a rate of 20%.

Costs associated with stripping activities in an open pit mine are expensed within cost of sales unless the stripping activity can be shown to improve access to further quantities of ore that will be mined in future periods, in which case, the stripping costs are capitalized to mining properties within property, plant and equipment. Furthermore, stripping costs are capitalized to inventory to the extent that the benefits of the stripping activity relate to production inventories or ore stockpiles. Capitalized stripping costs are depreciated over the reserves that directly benefit from the specific stripping activity using the units-of-production method. Capitalized borrowing costs are amortized over the useful life of the related asset. Residual values, useful lives and amortization methods are reviewed at least annually and adjusted if appropriate. The impact of changes to the estimated useful lives, change in depreciation method or residual values is accounted for prospectively.

5. Impairment of non-financial assets

The carrying values of capitalized exploration and evaluation properties, development properties, mine properties, plant and equipment, vanadium assets and other intangible assets are assessed by management for impairment when indicators of such impairment exist. If any indication of impairment exists an estimate of the asset's recoverable amount is calculated. The recoverable amount is determined as the higher of the fair value less costs of disposal ("FVLCD") of the asset and the asset's value in use ("VIU").

Impairment is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, the individual assets of the Company are grouped together into cash generating units ("CGUs") for impairment purposes. Such CGUs represent the lowest level for which there are separately identifiable cash inflows that are largely independent of the cash flows from other assets or other groups of assets. This generally results in the Company evaluating its non-financial assets on a mine or project basis.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 8


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

If the carrying amount of the asset or CGU exceeds its recoverable amount, the asset or CGU is impaired, and an impairment loss is charged to the consolidated statement of income (loss) and comprehensive income (loss) so as to reduce the carrying amount to its recoverable amount.

6. Assets and liabilities held for sale and discontinued operations

Non-current assets and disposal groups are classified as held for sale if their carrying value will be recovered principally through a sale transaction rather than through continuing use. The criteria for held for sale classification is regarded as met only when the sale is highly probable and the asset or disposal group is available for immediate sale in its present condition. Actions required to complete the sale should indicate that it is unlikely that significant changes to the sale will be made or that the decision to sell will be withdrawn. Management must be committed to the plan to sell the asset or disposal group and the sale expected to be completed within one year from the date of the classification.

Non-current assets and disposal groups classified as held for sale are measured at the lower of their carrying amount and FVLCD. If the FVLCD is lower than the carrying amount, an impairment loss is recognized in the consolidated statements of income (loss) and comprehensive income (loss). Non- current assets are not depreciated once classified as held for sale and assets and liabilities classified as held for sale are presented separately as current items in the consolidated statements of financial position.

7. Revenues

Revenues include sales of vanadium products and ilmenite products and will include the sale of a vanadium flow battery in future periods. The Company's three principal vanadium products are vanadium pentoxide ("V2O5"), ferrovanadium ("FeV"), and vanadium trioxide ("V2O3"). The Company recognizes revenue when it transfers control of a product to the customer. The principal activity from which the Company generates its revenue is the sale of vanadium products to third parties, and also from the sale of ilmenite to third parties. Delivery of the vanadium and ilmenite product is considered to be the only performance obligation. Revenues are measured based on the consideration specified in the contract with the customer.

For contracts that are assessed as being a sale with a right of return, revenues are recognized to the extent that it is highly probably that a significant reversal in the amount of the cumulative revenue recognized will not occur. Therefore, the amount of revenues recognized is adjusted for this constrained variable consideration. In these circumstances, a refund liability ("revenues subject to refund") and a right to recover returned goods asset ("inventory subject to return") are recognized. Inventory subject to return is measured at the former carrying amount of the inventory less any expected costs to recover the vanadium.

The Company reviews its assessment of constraints on variable consideration at each reporting date and updates the amounts of the asset and liability accordingly.

The Company assessed the terms of its 10-year off-take agreement for the purchase of vanadium products and concluded that it will be acting as a principal, and not as an agent. Accordingly, revenues from the sale of these purchased vanadium products will be accounted for in accordance with the policy above.

Revenues are recognized on the sale of vanadium flow batteries as the Company satisfies the performance obligations in its contracts. For the Company's current vanadium flow battery contract, the performance obligation is assessed to be the acceptance of the installed vanadium flow battery by the customer.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 9


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

8. Deferred revenue

Deferred revenue is recognized in the consolidated statement of financial position when a cash prepayment is received from a customer prior to the recognition of revenue. Revenue is subsequently recognized in the consolidated statement of income (loss) and comprehensive income (loss) when control has been transferred to the customer. The Company determines the current portion of deferred revenue based on quantities anticipated to be delivered over the next twelve months.

9. Taxation

Income and deferred income tax expense or recovery is comprised of current and deferred tax. Current and deferred taxes are recognized in the consolidated statement of income (loss) and comprehensive income (loss) except to the extent that they relate to an asset acquisition, or items recognized directly in equity or in other comprehensive income (loss). The Company recognizes liabilities for anticipated tax audit issues based on estimates of whether it is probable that additional taxes will be due.

 Current tax

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using the tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of the previous years.

 Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and liabilities are not recognized if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries, except where the Company is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Company intends to settle its tax assets and liabilities on a net basis.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 10


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

10. Financial instruments

Financial instruments are recognized on the consolidated statement of financial position on the trade date, the date on which the Company or its subsidiaries become party to the contractual provisions of the financial instrument. All financial instruments are required to be classified and measured at fair value on initial recognition. A financial asset is derecognized either when the Company has transferred substantially all the risks and rewards of ownership of the financial asset or when cash flows expire. A financial liability is derecognized when the obligation specified in the contract is discharged, cancelled or expired. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognized in the consolidated statement of income (loss) and comprehensive income (loss). Certain financial instruments are recorded at fair value in the consolidated statement of financial position.

Subsequent to initial recognition, non-derivative financial instruments are classified and measured as described below.

Amortized cost

Amounts receivable are classified as and measured at amortized cost using the effective interest rate ("EIR") method, less expected credit losses. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. EIR amortization is included in finance costs in the consolidated statement of income (loss) and comprehensive income (loss).

Non-derivative financial liabilities

Accounts payable and accrued liabilities, debt, and other long-term liabilities are classified as and accounted for at amortized cost, using the EIR method. The amortization of any long-term debt issue costs is calculated using the EIR method. Gains and losses are recognized in the consolidated statement of income (loss) and comprehensive income (loss) when the liabilities are derecognized, as well as through the EIR amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR.

Fair value of financial instruments

The fair value of financial instruments that are traded in active markets at each reporting date is determined by reference to quoted market prices or dealer price quotations (bid price for long positions and ask price for short positions), without any deduction for transaction costs. For financial instruments not traded in an active market, the fair value is determined using appropriate valuation techniques. Such techniques may include using recent arm's length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.

Impairment of financial assets

The Company recognizes loss allowances for expected credit losses ("ECLs") on its financial assets measured at amortized cost. When determining whether the credit risk of a financial asset has increased significantly since initial recognition and when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Company's historical experience and informed credit assessment and including forward-looking information. The Company assumes that the credit risk on a financial asset has increased significantly if it is more than 60 days past due and considers a financial asset to be in default if it is more than 120 days past due. The Company does not have a history of any defaults or non-collections.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 11


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash shortfalls, which is the difference between the cash flows due to the Company and the cash flows expected to be received.

 

11. Provisions

 General

Provisions are recognized when (a), the Company has a present obligation (legal or constructive) as a result of a past event, and (b), it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. The expense relating to any provision is presented in the consolidated statement of income (loss) and comprehensive income (loss), net of any reimbursements received, or virtually certain to be received. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognized in the consolidated statement of income (loss) and comprehensive income (loss).

 Environmental rehabilitation

The Company records the present value of estimated costs of legal and constructive obligations required to restore operating locations in the period in which the obligation is incurred. The nature of these restoration activities includes dismantling and removing structures, rehabilitating mines and tailings ponds, dismantling operating facilities, closure of plant and waste sites, and restoration, reclamation and re-vegetation of affected areas.

The obligation generally arises when the asset is installed or the ground / environment is disturbed at the production location. When the liability is initially recognized, the present value of the estimated cost is capitalized by increasing the carrying amount of the related asset. Over time, the discounted liability is increased for the change in present value based on the discount rates that reflect current market assessments and the risks specific to the liability. The periodic unwinding of the discount is recognized in the consolidated statement of income (loss) and comprehensive income (loss). Additional disturbances or changes in rehabilitation costs will be recognized as additions or charges to the corresponding assets and rehabilitation liability when they occur. For closed sites, changes to estimated costs are recognized immediately in the consolidated statement of income (loss) and comprehensive income (loss).

12. Loss per share

Loss per share is based on the weighted average number of common shares of the Company outstanding during the period. The diluted earnings (loss) per share reflects the potential dilution of common share equivalents, such as outstanding stock options, warrants and restricted share units, in the weighted average number of common shares outstanding during the period, if dilutive. In the Company's case, diluted loss per share is the same as basic loss per share in the current period presented as the effects of including all convertible securities would be anti-dilutive. If the number of ordinary or potential ordinary shares outstanding increases as a result of a capitalization, bonus issue or share split, or decreases as a result of a reverse share split, the calculation of basic and diluted earnings per share for all periods presented shall be adjusted retrospectively. If these changes occur after the reporting period but before the financial statements are authorized for issue, the per share calculations for those and any prior period financial statements presented shall be based on the new number of shares.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 12


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

d) Critical judgments and estimation uncertainties

The preparation of consolidated financial statements in conformity with IFRS 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 based on management's best knowledge of the relevant facts and circumstances taking into account previous experience, but actual results may differ from the amounts included in the consolidated financial statements.

The following are the critical judgments and areas involving estimates that management has made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognized in the consolidated financial statements.

1. Assessment of variable consideration

The assessment of constraints over variable consideration for sales with a right of return includes an assessment of whether it is highly probably that a significant reversal in the amount of the cumulative revenue recognized will not occur. This includes consideration of market factors that are outside of the Company's control. The amount of revenues recognized is adjusted for variable consideration that is considered to be constrained by not satisfying the highly probable threshold.

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 13


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

The Company reviews its assessment of constraints on variable consideration at each reporting date and updates the amounts of the asset and liability accordingly. Changes in this assessment could have a material effect in the future on the Company's results of operations. Refer to note 23.

2. Determination of net realizable value

The Company carries its inventory at the lower of cost and net realizable value. The Company estimates the selling price of its finished products inventory through reference to applicable index prices for vanadium and ilmenite and applies any premiums or discounts in accordance with contract terms.

3. Determination of mineral reserve and resource estimates

The estimates for mineral reserves and mineral resources are determined based on a professional evaluation using accepted international standards for the assessment of mineral reserves and resources. The assessment involves geological and geophysical studies and economic data and the reliance on a number of assumptions. The estimates of the reserves and resources may change based on additional knowledge gained subsequent to the initial assessment. This may include additional data available from continuing exploration, results from the reconciliation of actual mining production data against the original reserve and resource estimates, or the impact of economic factors such as changes in the price of commodities or the cost of components of production.

A number of accounting estimates are impacted by the mineral reserve and resource estimates:

 Capitalization and depreciation of stripping costs;

 Determination of the useful life of mine properties, plant and equipment and measurement of the depreciation expense;

 Impairment analysis of non-financial assets including evaluation of estimated future cash flows of CGUs; and

 Estimates of the timing of outlays for environmental rehabilitation obligations.

A change in the original estimate of reserves and resources could have a material effect in the future on the Company's financial position and its financial performance.

4. Valuation of mine properties, plant and equipment, development properties, exploration and evaluation properties and other intangible assets

The Company carries its mine properties, plant and equipment, development properties, exploration and evaluation properties and other intangible assets at cost less accumulated depreciation and any provision for impairment.

The Company undertakes a review of the carrying values of mine properties, plant and equipment, development properties, exploration and evaluation properties and other intangible assets whenever events or changes in circumstances indicate that their carrying values may exceed their estimated net recoverable amounts determined by reference to estimated future operating results and, for mine properties, discounted net future cash flows.

In undertaking the assessment of whether impairment indicators exist, management is required to apply significant judgment in assessing whether changes to certain external and internal factors would be considered an indicator of impairment. Internal and external factors, such as (i) changes in future production and sales volumes; (ii) changes in quantity and grade of the recoverable reserves and resources; (iii) changes in vanadium prices, capital and operating costs; (iv) the Company's market capitalization and (v) changes in discount rates, are evaluated by management in determining whether there are any indicators of impairment. Estimated quantities and grades of the recoverable reserves and resources are based on information compiled by qualified persons (management's experts).

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 14


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

If an indicator of impairment exists, the recoverable amount of the asset is calculated in order to determine if any impairment loss is required. An impairment loss is recognized when the carrying value of those assets is not recoverable. In undertaking this review, management of the Company is required to make significant estimates of, amongst other things, future production and sale volumes, reserve and resource quantities, metal prices, future capital and operating costs, discount rates and reclamation costs to the end of the mine's life. These estimates are subject to various risks and uncertainties which may ultimately have an effect on the expected recoverability of the carrying values of the Company's mine properties, plant and equipment (see note 8) and other intangible assets (see note 7).

December 31, 2023

At December 31, 2023, the decline in the Company's market capitalization and significant deficit compared with the carrying amount of the Company's net assets was considered by the Company to be an indicator of impairment for the Company's Mine Properties and Clean Energy CGUs.

An impairment test was performed for the Mine Properties CGU and it was determined that its estimated recoverable amount exceeded its carrying amount and no impairment charge was required.

The recoverable amount of the Mine Properties CGU was determined by calculating the FVLCD. The FVLCD was determined by calculating the net present value of the estimated future cash flows (level 3 of the fair value hierarchy). The significant estimates and assumptions used in determining the FVLCD were reserves and resources, the life-of-mine production profile, future capital and operating expenditures, future vanadium and ilmenite prices, future foreign exchange rates and the discount rate. The estimate of future cash flows was derived from an updated life-of-mine plan. Management estimated vanadium prices based on current pricing data and anticipated market supply and demand dynamics, and used an estimated vanadium price of $6.68 per pound for 2024, increasing to $8.50 per pound for 2027 onwards. An estimated ilmenite price of $200 per tonne for 2024 was used, increasing to $213 per tonne in 2027 onwards. The future cash flows used to calculate the FVLCD were discounted using a real weighted average cost of capital of 10.5%.

An impairment test was performed for the Clean Energy CGU and it was determined that, based on market indications, its estimated recoverable amount exceeded its carrying amount and no impairment charge was required.

December 31, 2024

At December 31, 2024, no indicators of impairment were identified for the Company's Mine Properties and Clean Energy CGUs as a result of the new technical report.

5. Estimates of provisions for environmental rehabilitation

The Company has obligations for environmental rehabilitation related to its mine and development properties. The future obligations for mine closure activities are estimated by the Company using mine closure plans or other similar studies which outline the requirements that will be carried out to meet the obligations. Because the obligations are dependent on the Brazilian laws and regulations under which the mines operate, the requirements could change as a result of amendments in the laws and regulations relating to environmental protection and other legislation affecting resource companies.

As the estimate of obligations is based on future expectations, a number of estimates and assumptions are made by management in the determination of environmental rehabilitation provision. The environmental rehabilitation provisions are more uncertain the further into the future the mine closure activities are to be carried out.

The Company's policy for recording reclamation and other closure provisions is to establish provisions for future costs based on the present value of the future cash flows required to satisfy the environmental obligations based on Brazilian laws and regulations. This provision is updated as the estimate for future closure costs change. The amount of the present value of the provision is added to the cost of the related development asset or mine property and will be depreciated over the life of the mine. The provision is accreted to its future value over the life of mine through a charge to finance costs in the consolidated statement of income (loss) and comprehensive income (loss). Refer to note 12(c).

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 15


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

e) Accounting standards issued but not yet effective

A number of new accounting standards are effective for annual reporting periods beginning after January 1, 2025 and earlier adoption is permitted. However, the Company has not early adopted the following new accounting standard in preparing these consolidated financial statements.

IFRS 18 Presentation and Disclosure in Financial Statements

IFRS 18 will replace IAS 1 Presentation of Financial Statements and applies for annual reporting periods beginning on or after January 1, 2027. The new standard introduces the following key new requirements:

 Entities are required to classify all income and expenses into five categories in the statement of profit or loss, namely the operating, investing, financing, discontinued operations and income tax categories. Entities are also required to present a newly-defined operating profit subtotal. Entities' net profit will not change.

 Management-defined performance measures ("MPMs") are disclosed in a single note in the financial statements.

 Enhanced guidance is provided on how to group information in the financial statements.

In addition, all entities are required to use the operating profit subtotal as the starting point for the statement of cash flows when presenting operating cash flows under the indirect method.

Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures

These amendments apply for annual reporting periods beginning on or after January 1, 2026 and clarify both the classification of financial assets linked to environmental, social and governance as well as the timing in which a financial asset or financial liability is derecognized when using electronic payment systems.

The Company is still in the process of assessing the impacts that this new standard and amendments will have on the Company's consolidated financial statements.

 

4) Amounts receivable

    December 31,     December 31,  
    2024     2023  
Trade receivables (note 22(b)) $ 5,471   $ 19,080  
Current taxes recoverable - Brazil   4,171     5,348  
Current taxes recoverable - Other   71     1,142  
Other receivables   28     28  
Total $ 9,741   $ 25,598  

 

5) Inventory

    December 31,     December 31,  
    2024     2023  
Finished products - Vanadium $ 35,083   $ 43,582  
Finished products - Ilmenite   1,040     672  
Work-in-process   606     1,802  
Stockpiles   490     1,328  
Warehouse materials   10,319     14,181  
Total $ 47,538   $ 61,565  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 16


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

During the year ended December 31, 2024, the Company recognized a net realizable value write-down of $13,897 for vanadium finished products (year ended December 31, 2023 - $3,603), $4,340 for ilmenite finished products (year ended December 31, 2023 - $444) and $238 for warehouse materials (year ended December 31, 2023 - $21).

 

6) Assets and liabilities held for sale

On March 12, 2024, the Company and Stryten Energy LLC ("Stryten") (together the "Parties") signed a non- binding letter of intent to establish a new venture, owned equally by each of the Parties, that would combine the Company's Largo Clean Energy ("LCE") business with Stryten's vanadium redox flow battery business. Discussions advanced significantly and on December 18, 2024, the Parties signed binding transaction agreements to establish a joint venture, Storion Energy, LLC ("Storion"), with the following key terms upon closing of the transaction:

 Each of LCE and Stryten will contribute certain of their vanadium flow battery-related assets and liabilities to Storion;

 Stryten will pay $1,000 directly to LCE and contribute a total of $6,000 over time to Storion for the purpose of funding Storion's operations;

 LCE and Stryten will each hold a 50% equity interest in Storion, with customary pre-emption rights and certain other anti-dilution protections;

 Board representation of Storion will be generally proportional to ownership, with Stryten holding one additional seat so long as LCE and Stryten hold similar ownership interests; and

 Largo and Storion will enter into a separate supply agreement providing Storion a right of first offer, subject to certain terms and conditions, to purchase vanadium products from Largo.

At December 31, 2024, the Company performed an assessment in accordance with IFRS 5, Non-current Assets Held for Sale and Discontinued Operations, and concluded that at that date, certain non-current assets and liabilities contained within the clean energy segment (refer to note 19) met the criteria to be classified as held for sale. This includes items of inventory, other intangible assets (intellectual property), mine properties, plant and equipment ("MPPE") and the lease liability related to the leased premises.  The transaction closed on January 31, 2025.

Upon classification of certain assets as held for sale, these assets were remeasured to the lower of their carrying amount and FVLCD, with no impairment charges required to be recognized.

The liabilities held for sale balance of $962 relates to the total lease liability (current and non-current).

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 17


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

7) Other intangible assets

At December 31, 2024, the remaining estimated useful life of capitalized software costs was 3 years (December 31, 2023 - 4 years).

    Intellectual              
    Property     Software     Total  
Cost                  
Balance at December 31, 2022 $ 4,366   $ 4,041   $ 8,407  
Additions   -     166     166  
Balance at December 31, 2023 $ 4,366   $ 4,207   $ 8,573  
Classified as held for sale (note 6)   (4,366 )   -     (4,366 )
Balance at December 31, 2024 $ -   $ 4,207   $ 4,207  
Accumulated Depreciation                  
Balance at December 31, 2022 $ 873   $ 271   $ 1,144  
Depreciation   437     839     1,276  
Balance at December 31, 2023 $ 1,310   $ 1,110   $ 2,420  
Depreciation   218     842     1,060  
Classified as held for sale   (1,528 )   -     (1,528 )
Balance at December 31, 2024 $ -   $ 1,952   $ 1,952  
Net Book Value                  
At December 31, 2023 $ 3,056   $ 3,097   $ 6,153  
At December 31, 2024 $ -   $ 2,255   $ 2,255  

 

8) Mine properties, plant and equipment

At December 31, 2024 and December 31, 2023, 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, a third party receives a 2% NSR in the Maracás Menchen Mine.

    Building and                 Buildings,              
    Computer           Mine     Plant and      Construction        
    Equipment     Vehicles      Properties     Equipment     In Progress     Total  
Cost                                    
Balance at December 31, 2022 $ 6,388   $ 321   $ 106,455   $ 180,303   $ 29,424   $ 322,891  
Additions   175     -     25,501     6,329     21,423     53,428  
Credits received   (555 )   -     -     -     -     (555 )
Disposals   (370 )   -     -     (2,326 )   -     (2,696 )
Reclassifications   -     -     -     41,902     (41,902 )   -  
Effects of changes in foreign exchange rates   51     25     7,138     13,853     2,826     23,893  
Balance at December 31, 2023 $ 5,689   $ 346   $ 139,094   $ 240,061   $ 11,771   $ 396,961  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 18


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

    Building and                 Buildings,              
    Computer           Mine     Plant and      Construction        
    Equipment     Vehicles     Properties      Equipment     In Progress     Total  
Additions   1     -     13,666     10,492     14,429     38,588  
Disposals   (10 )   -     -     (4,664 )   -     (4,674 )
Assets held for sale (note 6)    (4,894 )   -     -     (5,679 )   -     (10,573 )
Reclassifications   -     -     -     9,007     (9,007 )   -  
Effects of changes in foreign exchange rates   (116 )   (76 )   (26,796 )   (53,236 )   (3,483 )   (83,707 )
Balance at December 31, 2024 $ 670   $ 270   $ 125,964   $ 195,981   $ 13,710   $ 336,595  
Accumulated Depreciation                                    
Balance at December 31, 2022 $ 1,575   $ 265   $ 38,746   $ 107,068   $ -   $ 147,654  
Depreciation   1,324     13     8,473     18,801     -     28,611  
Disposals   (370 )   -     -     (2,326 )   -     (2,696 )
Effects of changes in foreign exchange rates   (74 )   20     2,515     8,755     -     11,216  
Balance at December 31, 2023 $ 2,455   $ 298   $ 49,734   $ 132,298   $ -   $ 184,785  
Depreciation   455     12     14,158     16,967     -     31,592  
Disposals   (10 )   -     -     (4,664 )   -     (4,674 )
Assets held for sale (note 6)   (2,365 )   -     -     (2,401 )   -     (4,766 )
Effects of changes in foreign exchange rates   (71 )   (67 )   (10,608 )   (30,352 )   -     (41,098 )
Balance at December 31, 2024 $ 464   $ 243   $ 53,284   $ 111,848   $ -   $ 165,839  
Net Book Value                                    
At December 31, 2023 $ 3,234   $ 48   $ 89,360   $ 107,763   $ 11,771   $ 212,176  
At December 31, 2024 $ 206     27   $ 72,680   $ 84,133   $ 13,710   $ 170,756  

 

Of the additions noted above, $37,028 related to the Mine Properties segment (year ended December 31, 2023 − $47,519) and $34 related to the Clean Energy segment (year ended December 31, 2023 − $85).

 

9) Leases

    Year ended  
    December 31,     December 31,  
    2024     2023  
Recognized in the consolidated statements of income (loss) and comprehensive income (loss):  
Interest on lease liabilities (note 24) $ 37   $ 52  
Variable lease payments not included in the measurement of lease liabilities $ 28,937   $ 17,090  
Expenses relating to short-term leases $ 1,045   $ 958  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 19


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

    Year ended  
    December 31,     December 31,  
    2024     2023  
Recognized in the consolidated statements of cash flows:            
Operating activities $ 24,421   $ 14,920  
Financing activities   600     580  
Total cash outflow for leases $ 25,021   $ 15,500  

The Company's contract with its mining contractor, which began on September 1, 2022 and runs until August 31, 2025, was assessed to contain a lease. The contractual payments are variable in that they are directly linked to operational volumes and distances. Accordingly, these payments were excluded from the measurement of the lease liability and the right-of-use asset, with no resulting lease liability or right-of-use asset. The variable lease payments are recognized in operating costs (note 24) in the consolidated statements of income (loss) and comprehensive income (loss).

At December 31, 2024 and December 31, 2023, the Company had one right-of-use asset and lease liability.

Right-of-use assets

Mine properties, plant and equipment (note 8) includes a leased building recognized as a right-of-use asset. At December 31, 2024, this was reclassified to assets held for sale (note 6).

    Buildings     Total  
Cost            
Balance at December 31, 2023 $ 2,723   $ 2,723  
Reclassified to assets held for sale (note 6)   (2,723 )   (2,723 )
Balance at December 31, 2024 $ -   $ -  
Accumulated Depreciation            
Balance at December 31, 2023 $ 1,404   $ 1,404  
Depreciation   255     255  
Reclassified to assets held for sale (note 6)   (1,659 )   (1,659 )
Balance at December 31, 2024 $ -   $ -  
Net Book Value            
At December 31, 2023 $ 1,319   $ 1,319  
At December 31, 2024 $ -   $ -  

 

Lease liabilities

 

    December 31,     December 31,  
    2024     2023  
Maturity analysis - contractual undiscounted cash flows:            
Less than one year $ 618   $ 600  
One to five years   367     985  
Total undiscounted lease liabilities (related to assets held for sale) $ 985   $ 1,585  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 20


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

    December 31,     December 31,  
    2024     2023  
Lease liabilities included in the consolidated statements of financial position:        
Current (reclassified to liabilities held for sale (note 6)) $ -   $ 600  
Non-current (reclassified to liabilities held for sale (note 6)) $ -   $ 925  

 

10) Accounts payable and accrued liabilities

    December 31,     December 31,  
    2024     2023  
Accounts payable $ 21,662   $ 25,314  
Accrued liabilities   6,228     4,531  
Accrued financial costs   2,567     1,543  
Other taxes   813     775  
Total $ 31,270   $ 32,163  
Current $ 31,270   $ 31,439  
Non-current   -     724  
Total $ 31,270   $ 32,163  

 

11)  Debt

                December 31,     December 31,  
                2024     2023  
Total debt             $ 92,280   $ 75,000  

 

          Cash flows        
    December 31,                 December 31,  
    2023     Proceeds     Repayment     2024  
Total debt $ 75,000   $ 44,355   $ (27,075 ) $ 92,280  
Total liabilities from financing activities $ 75,000   $ 44,355   $ (27,075 ) $ 92,280  
                   
          Cash flows        
    December 31,                 December 31,  
    2022     Proceeds     Repayment     2023  
Total debt $ 40,000   $ 70,000   $ (35,000 ) $ 75,000  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 21


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

Credit facilities

    Interest rate                    
    (p.a.)     Current     Non-current     Total  
October 2022 facility   8.51 %   $ 20,000   $ -   $ 20,000  
January 2023 facility   8.51 %   $ 10,000   $ -   $ 10,000  
September 2023 facility   8.75 %   $ 7,500   $ 7,500   $ 15,000  
October 2023 facility   8.95 %   $ 10,000   $ 10,000   $ 20,000  
December 2023 facility   10.45 %   $ 10,000   $ -   $ 10,000  
Working capital facility   9.00 %   $ 9,235   $ -   $ 9,235  
Inventory financing facilities   See below   $ 8,045   $ -   $ 8,045  
        $ 74,780   $ 17,500   $ 92,280  

In October 2022, the Company secured a debt facility of $20,000 with a bank in Brazil. Following an amendment finalized in June 2023, the facility is for three years, with the principal due for repayment at maturity. In addition to a fee of 0.80%, accrued interest at a rate of 8.51% p.a. is to be paid every six months.

In January 2023, and amended in June 2023, the Company secured a three-year debt facility of $10,000, bearing interest at 8.51% p.a. and an initial fee of 0.80%. The principal is due for repayment at maturity, with interest payments due semi-annually.

In September 2023, the Company secured a new $15,000 debt facility with a bank in Brazil and repaid in full an existing $15,000 facility. This new facility is for three years, with four equal principal repayments due semi- annually after a grace period of 540 days. Accrued interest at a rate of 8.75% p.a. is to be paid every six months.

In October 2023, the Company secured a three-year debt facility of $20,000, bearing interest at 8.95% p.a. Interest payments are due quarterly with 50% of the principal to be repaid in October 2025 and 50% to be repaid in October 2026. This new facility was used to repay in full an existing $20,000 facility.

In December 2023, the Company secured a two-year debt facility of $10,000, with the principal due for repayment at maturity. In addition to a fee of 0.85%, accrued interest at a rate of 10.45% p.a. is to be paid at maturity.

In May 2024, the Company secured a working capital debt facility with a bank in Brazil for a total limit of $8,000. Drawdowns on the facility were repayable in 90 days together with accrued interest at a rate of 8.25% p.a., with renewals subject to approval by the bank. On May 10, 2024, the Company received $7,813 from this facility and it was repaid in full in August 2024. In September 2024, the facility was amended to a total limit of R$50,000 with drawdowns repayable in 120 days together with accrued interest at a rate of 9.00% p.a.. On September 30, 2024, the Company received R$50,000 ($9,235) from this facility. In January 2025, the term was extended for a further 120 days with no change in the interest rate.

In May 2024, a further working capital debt facility with a term of 60 days was secured with another bank in Brazil for a total limit of $2,000 and an interest rate of 8.65% p.a. The Company received $1,914 from this facility in May 2024 and it was repaid in full in July 2024. In August 2024, the Company received $1,799 from this facility and it was repaid in full in October 2024.

On June 25, 2024, the Company signed an inventory financing agreement for up to $10,000. Under the terms of this facility, which has a term until December 31, 2025 for the receipt of funds and a further four months for the repayment of amounts received, the Company can use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 100 days. Amounts repaid include a commission fee of 1%, interest at a rate of the one month U.S. Secured Overnight Financing Rate ("SOFR") plus 3.0% and other direct costs. The Company began drawing down on this facility in July 2024.

On July 5, 2024, the Company signed an additional inventory financing agreement for up to $10,000. Under the terms of this facility, which has a term until June 30, 2026, the Company can use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 90 days. Amounts repaid include a commission fee of 1%, interest costs and other direct costs. The Company began drawing down on this facility in July 2024.

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 22


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

At December 31, 2024, the total outstanding balance on the two inventory financing facilities was $8,045.

 

12) Provisions

a) Provision for litigation claims

By their nature, contingencies will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events. The assessment of contingencies inherently involves the exercise of significant judgments and estimates of the outcome of future events.

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. Following a further ruling in late 2024 from a higher court in Brazil regarding interest and other payment terms, at December 31, 2024, the Company recognized a provision of R$16,058 ($2,593) in the current portion of provisions (December 31, 2023 - $6,012). Refer to note 20. At December 31, 2024, the Company recognized a total provision of $3,060 for legal proceedings (December 31, 2023 - $6,447), including a provision of $466 (December 31, 2023 - $435) for labour matters.

At December 31, 2024, the Company recognized a provision of $453 (December 31, 2023 - $453) for contract penalties expected to be incurred within the next 12 months.

b) Provision for environmental compensation

In accordance with the terms of the Company's environmental license for its Maracás Menchen Mine, the Company recognized a provision for future social and environmental compensation. Following the direction of the Secretary of the Environment for the state of Bahia, Brazil, the Company will be required to fund social or environmental projects. At December 31, 2024, the Company recognized a provision of $312, with the full $312 expected to be incurred within the next 12 months (December 31, 2023 - $398).

c) Provision for closure and reclamation

The following table presents the reconciliation of the beginning and ending aggregate carrying amount of the provision for closure and reclamation associated with the retirement of the Company's projects:

    Maracás     Currais        
    Menchen     Novos        
    Mine     Tungsten     Total  
Balance at December 31, 2022 $ 3,664   $ 526   $ 4,190  
Changes in estimated cash flows and discount rates   1,484     (29 )   1,455  
Accretion   237     33     270  
Effect of foreign exchange   327     41     368  
Balance at December 31, 2023 $ 5,712   $ 571   $ 6,283  
Changes in estimated cash flows and discount rates   (3,891 )   (38 )   (3,929 )
Accretion   284     30     314  
Effect of foreign exchange   (967 )   (124 )   (1,091 )
Balance at December 31, 2024 $ 1,138   $ 439   $ 1,577  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 23


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

The Company makes a provision for the future cost of rehabilitating mine sites and related production facilities on a discounted basis on the development of mines or installation of those facilities. The rehabilitation provision represents the present value of estimated future rehabilitation costs relating to mine sites. These provisions have been created based on the Company's internal estimates. Assumptions, including a real discount rate of 7.34% (December 31, 2023 - 5.56%), have been made which management believes are a reasonable basis upon which to estimate the future liability.

The provision for closure and reclamation of the Maracás Menchen Mine at December 31, 2024 is based on total anticipated undiscounted cash outflows of R$73,711 ($11,904) (December 31, 2023 - R$73,943 ($15,273)) and is expected to be incurred between 2056 and 2061 (December 31, 2023 - between 2041 and 2045).

The provision for closure and reclamation of the Currais Novos Tungsten project at December 31, 2024 is based on anticipated undiscounted cash outflows of approximately R$3,555 ($574) (December 31, 2023 - R$3,390 ($700)), with reclamation expected to be incurred between 2027 and 2031 (December 31, 2023 - between 2026 and 2030).

 

13) Issued capital

a) Authorized

Unlimited common shares without par value.

b) Issued

    Year ended     Year ended  
    December 31, 2024     December 31, 2023  
    Number of           Number of        
    Shares     Cost     Shares     Cost  
Balance, beginning of the year   64,051   $ 412,295     64,006   $ 411,646  
Exercise of restricted share units (note 14)   61     693     45     649  
Balance, end of the year   64,112   $ 412,988     64,051   $ 412,295  

 

14) Equity reserves

During the year ended December 31, 2024, the Company recognized a net share-based payment expense related to the vesting and forfeiture of stock options and RSUs granted to the Company's directors, officers, employees and consultants of $1,321 (year ended December 31, 2023 - expense recovery of $362). The total share-based payment amount was charged to operations.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 24


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

    RSUs     Options     Warrants        
                      Weighted                 Weighted              
                      average                 average              
                      exercise                 exercise           Total  
    Number     Value     Number       price     Value     Number       price     Value     value  
December 31, 2022   200   $ 1,440     1,008     C$ 12.55   $ 5,899     342     C$ 13.00   $ 6,799   $ 14,138  
Granted1   230     891     424       6.60     901     -       -     -     1,792  
Exercised   (63 )   (649 )   -       -     -     -       -     -     (649 )
Expired   -     -     (29 )     (24.00 )   (365 )   -       -     -     (365 )
Forfeited   (150 )   (852 )   (513 )     (11.26 )   (1,786 )   (14 )     -     (78 )   (2,716 )
December 31, 2023   217   $ 830     890     C$ 10.08   $ 4,649     328     C$ 13.00   $ 6,721   $ 12,200  
Granted1   -     308     1,618       2.51     1,504     -       -     -     1,812  
Exercised   (83 )   (693 )   -       -     -     -       -     -     (693 )
Expired   -     -     (32 )     (30.40 )   (544 )   -       -     -     (544 )
Forfeited   (64 )   (205 )   (332 )     (6.22 )   (717 )   -       -     -     (922 )
December 31, 2024   70   $ 240     2,144     C$ 4.66   $ 4,892     328     C$ 13.00   $ 6,721   $ 11,853  

1. Value includes amounts relating to all outstanding grants.

a) RSUs

During the year ended December 31, 2024, the Company granted nil RSUs to officers and employees of the Company.

During the year ended December 31, 2023, the Company granted 230 RSUs to officers and employees of the Company. These RSUs vest over time, with one-third vesting during each of the years 2024, 2025 and 2026.

b) Stock options

The remaining weighted average contractual life of options outstanding at December 31, 2024 was 3.8 years (December 31, 2023 - 3.1 years).

                      Weighted       Weighted       Weighted  
                      average       average       average  
          No.     No.     remaining       exercise       grant date  
    Range of prices     outstanding     exercisable     life (years)       price       share price  
  C$ 2.51 - 5.00     1,484     688     4.6     C$ 2.51     C$ 2.51  
    5.01 - 10.00     490     366     2.3       6.76       6.76  
    15.01 - 19.52     170     157     1.7       17.43       17.43  
          2,144     1,211           C$ 4.66          

During the year ended December 31, 2024, the Company granted 1,618 (year ended December 31, 2023 - 424) stock options with a weighted average exercise price of C$2.51. The options vest over time, with one- third of a grant of 1,066 vesting during each of the three month periods ending September 30, 2025, 2026 and 2027. A grant of 552 vested immediately.

The estimated weighted average grant date fair value for these grants was C$1.46 per stock option, as determined using the Black-Scholes valuation model and the following assumptions: risk free interest rate - 3.46% and 3.02%, expected life in years - 5, expected volatility - 66.7% and 66.9%, expected dividends - 0% and expected forfeiture rate - 0%.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 25


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

c) Warrants

                               
  No.     No.     Grant     Expiry     Exercise  
  outstanding     exercisable     Date     Date       price  
  328     328     12/07/20     12/08/25     C$ 13.00  
  328     328                 C$ 13.00  

 

15) Non-controlling interest

    December 31,     December 31,  
    2024     2023  
Balance, beginning of the year $ 7,147   $ 9,162  
       Net income (loss) attributable to NCI   (737 )   (2,015 )
Balance, end of the year $ 6,410   $ 7,147  

Selected summarized information relating to LPV is provided below, before any intercompany eliminations:

    December 31,     December 31,  
    2024     2023  
Current assets $ 906   $ 1,713  
Non-current assets   18,294     19,508  
Total assets $ 19,200   $ 21,221  
Current liabilities   (513 )   (383 )
Total Liabilities $ (513 ) $ (383 )

Vanadium assets includes quantities of FeV, V2O5 and V2O3. The write down at December 31, 2024 was determined through reference to the fair value at that date, which is calculated from the appropriate market prices multiplied by the quantities held. Movements in vanadium assets:

    December 31,     December 31,  
    2024     2023  
Balance, beginning of the year $ 18,674   $ 14,510  
Additions   582     10,944  
Disposals   (646 )   (1,918 )
Write down   (1,119 )   (4,862 )
Balance, end of the year $ 17,491   $ 18,674  

 

16) 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 2,542 for the year ended December 31, 2024 (year ended December 31, 2023 - 1,435).

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 26


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

17) Taxes

a) Tax recovery

    Year ended  
    December 31,     December 31,  
    2024     2023  
Income tax recovery (expense) $ 2,813   $ (88 )
Deferred income tax recovery   17,867     2,786  
Total $ 20,680   $ 2,698  

The major items causing the Company's income tax expense to differ from the Canadian combined federal and provincial statutory rate of 26.50% (2023 - 26.50%) were:

    Year Ended  
    December 31,     December 31,  
    2024     2023  
Net loss before tax $ (71,245 ) $ (35,056 )
Expected income tax recovery based on statutory rate   18,880     9,290  
Adjustments to expected income tax (expense) recovery:            
Permanent differences and other   (2,382 )   (641 )
Tax effect of unrecognized temporary differences and tax losses   (1,690 )   (5,505 )
Tax incentives and tax loss benefit not previously recognized   2,914     -  
Effect of tax rates in foreign jurisdictions   3,331     (584 )
Foreign exchange and other   (373 )   138  
Income tax recovery $ 20,680   $ 2,698  

b) Changes in deferred tax assets and liabilities

    December 31,     December 31,  
    2024     2023  
Deferred income tax asset $ 22,075   $ 7,495  
Net deferred income tax asset $ 22,075   $ 7,495  
             
    Year ended 2023  
    December 31,     December 31,  
    2024     2023  
Net deferred income tax asset, beginning of the year $ 7,495   $ 4,596  
Deferred income tax recovery   17,867     2,786  
Effect of foreign exchange   (3,287 )   113  
Net deferred income tax asset, end of the year $ 22,075   $ 7,495  

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 27


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

c) Deferred income tax balances

    December 31,     December 31,  
    2024     2023  
Brazil            
Recognized deferred tax assets:            
Non-capital losses $ 28,493   $ 18,148  
Mine properties   1,235     1,694  
Recognized deferred tax liabilities:            
Transitional tax regime   (6,985 )   (11,806 )
Provisions   (4,124 )   (3,796 )
  $ 18,619   $ 4,240  
Canada            
Recognized deferred tax assets:            
Non-capital losses $ 3,433   $ 3,252  
U.S.            
Recognized deferred tax assets:            
Non-capital losses $ 1,038   $ 1,207  
Provisions and other   23     3  
Recognized deferred tax liabilities:            
Mine properties, plant and equipment   (1,038 )   (1,207 )
  $ 23   $ 3  
             
Net deferred income tax asset $ 22,075   $ 7,495  

Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

    December 31,     December 31,  
    2024     2023  
Canada            
Non-capital loss carry-forwards $ 32,408   $ 36,690  
Mine properties, plant and equipment   17,574     17,904  
Capital losses   12,260     12,260  
Vanadium assets   6,608     4,862  
Share issue costs   214     324  
Ireland            
Non-capital loss carry-forwards $ 24,715   $ 19,056  
Mine properties, plant and equipment $ 1   $ 1  
U.S.            
Non-capital loss carry-forwards $ 59,845   $ 48,819  
Inventory   7,116     6,435  
Provisions and other   1,180     1,374  
Mine properties, plant and equipment   501     587  

The Company has non-Canadian resident subsidiaries that have undistributed earnings of $504 at December 31, 2024. These undistributed earnings are not expected to be repatriated in the foreseeable future and the Company has control over the timing of such repatriations. Accordingly, taxes that may apply on repatriation have not been provided for.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 28


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

The Company has approximately $17,574 (December 31, 2023 - $17,904) of unrecognized Canadian development and exploration expenditures and $1,235 (December 31, 2023 - $1,694) of unrecognized development costs in Brazil at December 31, 2024, which under certain circumstances can be used to reduce the taxable income of future years.

The non-capital losses in the United States, Brazil and Ireland carry forward indefinitely. The non-capital losses in Canada expire as follows:

Expiry Date   Amount     Expiry Date     Amount     Expiry Date     Amount  
2034 $ 10,710     2038   $ 11,314     2042   $ 332  
2035   126     2039     13,751     2043     1,261  
2036   2,753     2040     35     2044     1,163  
2037   3,847     2041     74              
                          $ 45,366  

 

18) 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. Their remuneration was as follows:

    Year ended  
    December 31,     December 31,  
    2024     2023  
Short-term benefits $ 2,182   $ 2,646  
Share-based payments   975     595  
Termination benefits   1,446     -  
Total $ 4,603   $ 3,241  

Refer to note 20 for additional commitments with management.

 

19) 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), 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.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 29


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

                                  Inter-        
                            Largo     segment        
    Sales &     Mine           Clean     Physical     transactions        
    trading     properties     Corporate     Energy     Vanadium     & other     Total  
Year ended December 31, 2024                                          
Revenues $ 99,708   $ 111,978   $ 92,171   $ -   $ -   $ (178,937 ) $ 124,920  
                                           
Operating costs   (95,462 )   (142,551 )   (89,002 )   -     -     181,197     (145,818 )
Professional, consulting and management fees   (2,323 )   (1,875 )   (6,086 )   (5,481 )   (521 )   (18 ) 1   (16,304 )
Foreign exchange loss   (75 )   (12,341 )   (36 )   (27 )   (38 )   -     (12,517 )
Other general and administrative expenses   (585 )   1,069     (2,518 )   (2,590 )   (186 )   (619 ) 1   (5,429 )
Share-based payments   -     -     (1,321 )   -     -     -     (1,321 )
Finance costs   (678 )   (8,653 )   83     (39 )   (81 )   (92 ) 1   (9,460 )
Interest income   48     757     700     -     18     -     1,523  
Technology start-up costs   -     -     -     (3,392 )   -     -     (3,392 )
Write-down of vanadium assets   -     -     -     -     (1,119 )   -     (1,119 )
Exploration and evaluation costs   -     (2,320 )   -     -     -     (8 ) 2   (2,328 )
    (99,075 )   (165,914 )   (98,180 )   (11,529 )   (1,927 )   180,460     (196,165 )
Net income (loss) before tax   633     (53,936 )   (6,009 )   (11,529 )   (1,927 )   1,523     (71,245 )
Income tax recovery (expense)   (101 )   2,914     -     -     -     -     2,813  
Deferred income tax recovery   19     17,667     181     -     -     -     17,867  
Net income (loss) $ 551   $ (33,355 ) $ (5,828 ) $ (11,529 ) $ (1,927 ) $ 1,523   $ (50,565 )
Revenues (after inter-segment eliminations)   99,708     24,429     783     -     -     -     124,920  
At December 31, 2024                                          
Total non-current assets $ 12,832   $ 169,553   $ 19,622   $ 58   $ 18,325   $ 4,991   $ 225,381  
Total assets $ 53,827   $ 212,967   $ 36,194   $ 8,691   $ 19,200   $ (12,211 ) 3 $ 318,668  
Total liabilities $ 31,704   $ 113,557   $ 18,095   $ 6,826   $ 513   $ (23,255 ) 4 $ 147,440  

1. Amounts relating to Largo Titânio Ltda. and Largo Tech Ltda., which are not part of an operating segment.

2. Amount relating to E&E properties.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 30


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

                                  Inter-        
                            Largo     segment        
    Sales &     Mine           Clean     Physical     transactions        
    trading     properties     Corporate     Energy     Vanadium     & other     Total  
Year ended December 31, 2023                                          
Revenues $ 170,878   $ 154,523   $ 138,349   $ -   $ -   $ (265,066 ) $ 198,684  
Operating costs   (173,463 )   (146,211 )   (134,167 )   -     -     279,083     (174,758 )
Professional, consulting and management fees   (1,839 )   (3,102 )   (8,496 )   (8,721 )   (859 )   (51 )   (23,068 )
Foreign exchange gain (loss)   75     207     (479 )   (36 )   50     -     (183 )
Other general and administrative expenses   (641 )   (2,442 )   (3,450 )   (4,494 )   (186 )   (579 ) 1   (11,792 )
Share-based payments   -     -     362     -     -     -     362  
Finance costs   (30 )   (9,561 )   150     (56 )   (112 )   (21 ) 1   (9,630 )
Interest income   5     760     1,253     -     -     -     2,018  
Technology start-up costs   -     -     -     (6,122 )   -     -     (6,122 )
Write-down of vanadium assets   -     -     -     -     (4,862 )   -     (4,862 )
Exploration and evaluation costs   -     (4,937 )   -     -     -     (768 ) 2   (5,705 )
    (175,893 )   (165,286 )   (144,827 )   (19,429 )   (5,969 )   277,664     (233,740 )
Net income (loss) before tax   (5,015 )   (10,763 )   (6,478 )   (19,429 )   (5,969 )   12,598     (35,056 )
Income tax expense   (88 )   -     -     -     -     -     (88 )
Deferred income tax                                          
recovery (expense)   (922 )   2,145     1,563     -     -     -     2,786  
Net income (loss) $ (6,025 ) $ (8,618 ) $ (4,915 ) $ (19,429 ) $ (5,969 ) $ 12,598   $ (32,358 )
Revenues                                          
(after inter-segment                                          
eliminations) $ 168,603   $ 26,812   $ 3,269   $ -   $ -   $ -   $ 198,684  
At December 31, 2023                                          
Total non-current                                          
assets $ 696   $ 189,651   $ 20,903   $ 8,895   $ 19,508   $ 4,845   $ 244,498  
Total assets $ 55,443   $ 291,410   $ 77,683   $ 13,203   $ 21,221   $ (77,339 ) 3 $ 381,621  
Total liabilities $ 33,513   $ 115,072   $ 56,347   $ 5,689   $ 383   $ (85,182 ) 4 $ 125,822  

1. Amounts relating to Largo Titânio Ltda. and Largo Tech Ltda., which are not part of an operating segment.

2. Amount relating to E&E properties.

 

20) Commitments and contingencies

At December 31, 2024, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $980 and all payable within one year. These contracts also require that additional payments of up to approximately $1,299 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.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 31


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual 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 the third party produces. The first delivery occurred in December 2023 and the Company is committed to the purchase of 570 tonnes of V2O5 the third party produces in 2025, with the Company having a right of first refusal over additional amounts.

The Company's Largo Clean Energy business is 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 8 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 February 28, 2025 and May 1, 2027. Minimum rental commitments remaining under the leases are approximately $90, including $49 due within one year.

At the Company's Maracás Menchen Mine the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of December 31, 2024 of $3,734. At Largo Clean Energy this is $70.

Refer to note 12(a) for further commitments and contingencies.

 

21) Capital management

The Company manages its capital to ensure that it will be able to continue to meet its financial and operational strategies and obligations, whilst maximizing the return to shareholders.

In the management of capital, the Company includes the components of shareholders' equity and debt. The Company manages the capital structure and makes adjustments thereto in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust its capital structure, the Company may attempt to issue new shares, acquire or dispose of assets, attempt to obtain additional debt financing or repay debt facilities.

    December 31,     December 31,  
    2024     2023  
Equity attributable to owners of the Company $ 164,818   $ 248,652  
Debt   92,280     75,000  
  $ 257,098   $ 323,652  

There were no changes in the Company's capital management strategy during the year ended December 31, 2024 compared to the previous year.

 

22) Financial instruments

Financial assets and financial liabilities at December 31, 2024 and December 31, 2023 were as follows:

    December 31,     December 31,  
    2024     2023  
Cash $ 22,106   $ 42,714  
Restricted cash   530     712  
Trade and other receivables   5,499     19,108  
Accounts payable and accrued liabilities (including non-current)   31,270     32,163  
Total debt   92,280     75,000  

Restricted cash refers to cash amounts the Company was required to place on deposit. Refer to the liquidity risk discussion below regarding liabilities.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 32


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

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.

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 annual 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, excluding the inventory financing facilities, are predominantly classified as current liabilities, were secured at interest rates consistent with the rates seen at December 31, 2024 and without any debt issuance costs and thus the carrying amount approximates fair value. Drawdowns on the inventory financing facilities are for a maximum of 100 days and therefore, their carrying amount approximates fair value because of this limited term.

There have been no changes in the classification of financial instruments in the fair value hierarchy since December 31, 2023. 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 $5,471, $1,460 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 December 31, 2024, no amounts are past due and in the year ended December 31, 2024, the Company has not experienced any credit losses. At December 31, 2024, the loss allowance for trade receivables was determined to be $nil (December 31, 2023 - $nil). There have been no write offs of trade receivables.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 33


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

c) Liquidity risk

The following table details the Company's expected remaining contractual cash flow requirements at December 31, 2024 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                        
liabilities (note 10) $ 31,270   $ -   $ -   $ -  
Debt (note 11)   21,030     53,750     17,500     -  
Commitments (note 20)   4,319     514     31     10  
Total $ 56,619   $ 54,264   $ 17,531   $ 10  

The Company's principal sources of liquidity are its cash flows from operating activities and cash of $22,106 (December 31, 2023 - $42,714). Refer to note 20 for other commitments and contingencies and to note 1, nature of operations and going concern.

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 December 31, 2024, the Company's two inventory financing facilities were the only debt that is subject to floating interest rates. At December 31, 2024, the total outstanding balance on these two inventory financing facilities was $8,045, with interest rates at December 31, 2024 of 7.53% and 7.92% p.a. Drawdowns on these facilities are for a maximum period of 100 days and accordingly, any interest rate variations would not have a significant impact.

Foreign currency risk

At December 31, 2024, the Company's outstanding debt is 90% denominated in U.S. dollars and 10% denominated in Brazilian reals (December 31, 2023 - 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 December 31, 2024, the Company's U.S. dollar functional currency entities had cash denominated in Canadian dollars and Euros, 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 and the Euro relative to the U.S. dollar would affect the value of these cash balances at December 31, 2024 by approximately $74. 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 $133 and would affect the value of Brazilian real debt balances by approximately $440. A 5% change in the value of the Brazilian real relative to the U.S. dollar would affect the value of U.S. dollar denominated debt balances by $3,750.

Price risk

The Company does not have any financial instruments with significant exposure to price risk.

 

23) Revenues

During the year ended December 31, 2024, the Company entered into a contract for the sale of 2,100 tonnes of V2O5, with deliveries occurring between October 17, 2024 and March 31, 2025. The Company receives proceeds upon completion of each delivery. At the option of the buyer, who must elect the total volume no later than 90 days prior to September 30, 2027, the Company may be obligated to repurchase up to a maximum of 2,100 tonnes of V2O5 at a fixed price, with payment and deliver occurring at September 30, 2027. During the year ended December 31, 2024, the Company had delivered 1,200 tonnes of V2O5 into this contract and received proceeds of $13,638.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 34


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

This contract is accounted for as a sale with a right of return. The likelihood of the repurchase option (the right of return) being elected in 2027 is dependent on the market price of V2O5, which is subject to market uncertainty outside of the Company's control. It was concluded that because of this, it was not highly probable that a significant reversal in the amount of cumulative revenue recognized will not occur.

Accordingly, revenues recognized in the year ended December 31, 2024 for this sale were reduced to $nil and a refund liability, revenues subject to refund, was recognized for $13,638. A right to recover goods asset, inventory subject to return, of $12,804 was recognized. These were both classified as non-current in the consolidated statement of financial position as at December 31, 2024 since any refund and return would only occur in 2027.

    Year ended  
    December 31,     December 31,  
    2024     2023  
V2O5 revenues            
Produced products $ 57,446   $ 115,534  
Purchased products   988     9,028  
    58,434     124,562  
V2O3 revenues            
Produced products $ 8,353   $ 13,788  
Purchased products   -     1,155  
    8,353     14,943  
FeV revenues            
Produced products $ 46,890   $ 57,686  
Purchased products   4,872     1,386  
    51,762     59,072  
Vanadium sales from contracts with customers            
$ 118,549   $ 198,577  
Ilmenite sales from contracts with customers   6,371     -  
Iron ore sales from contracts with customers   -     107  
  $ 124,920   $ 198,684  

In the year ended December 31, 2024, the Company's revenues were from transactions with multiple customers, including one customer who represented more than 10% of revenues. Total revenues with this customer were $12,360 (included in the Sales & trading segment) in 2024.

In the year ended December 31, 2023, the Company's revenues include transactions with two customers who each represented more than 10% of revenues. Total revenues with each of these customers were $54,768 (included in the Sales & trading segment) and $23,621 (included across both the Sales & trading and Mine properties segments).

The following table shows the number of customers who represented more than 10% of revenues in the stated category of revenues.

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 35


Largo Inc.

Expressed in thousands / 000's of U.S. dollars and shares (except per share information)

Notes to the Annual Consolidated Financial Statements

    Year ended  
    December 31,     December 31,  
    2024     2023  
V2O5 revenues   4     4  
V2O3 revenues   3     1  
FeV revenues   1     2  
Vanadium sales from contracts with customers   1     2  
Ilmenite sales from contracts with customers   1     -  

 

24) Expenses

    Year ended  
    December 31,     December 31,  
    2024     2023  
Operating costs:            
Direct mine and production costs $ 68,478   $ 103,545  
Conversion costs   8,240     7,319  
Product acquisition costs   4,996     15,354  
Royalties   7,052     9,162  
Distribution costs   7,418     8,540  
Vanadium and warehouse materials inventory write-down (note 5)   14,135     3,624  
Depreciation and amortization   26,795     26,048  
Ilmenite costs and write-down (note 5)   8,192     444  
Iron ore costs   512     722  
  $ 145,818   $ 174,758  
Finance costs:            
Interest expense and fees $ 9,109   $ 9,308  
Interest on lease liabilities   37     52  
Accretion   314     270  
  $ 9,460   $ 9,630  
Employee compensation amounts included in the consolidated statements of income (loss):            
Compensation $ 8,372   $ 14,962  
Share-based payments   1,321     (362 )
  $ 9,693   $ 14,600  
Total depreciation and amortization amounts included in the consolidated statements of income (loss): $ 28,675   $ 29,250  

 

25) Subsequent events

Debt

In January 2025, the Company extended the term of its R$50,000 facility for a further 120 days with no change in the interest rate. See note 11.

Storion

Following the signing of binding transaction agreements with Stryten on December 18, 2024 to establish Storion, the transaction closed on January 31, 2025.

 

 

Annual Consolidated Financial Statements for the Years Ended December 31, 2024 and 2023 36