LGO Largo Inc

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of August 2024

Commission File Number: 001-40333

LARGO INC.
(Translation of registrant's name into English)

1 First Canadian Place,

100 King Street West, Suite 1600

Toronto, Ontario M5X 1G5

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40- F.

Form 20-F ☐

Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	Unaudited Condensed Interim Consolidated Financial Statements for the three and months ended June 30, 2024 and 2023
99.2	Management's Discussion and Analysis for the three and six months ended June 30, 2024
99.3	Form 52-109F2 Certification of Interim Filings Full Certificate - CEO
99.4	Form 52-109F2 Certification of Interim Filings Full Certificate - CFO

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: August 8, 2024

LARGO INC.

By:	/s/ Daniel Tellechea
Name:	Daniel Tellechea
Title:	Chief Executive Officer

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Largo Inc.

Unaudited Condensed Interim Consolidated Financial Statements

For the Three and Six Months Ended June 30, 2024 and 2023

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

 

 

 

 

 

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Table of Contents

Unaudited Condensed Interim Consolidated Statements of Financial Position		1
Unaudited Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)		2
Unaudited Condensed Interim Consolidated Statements of Changes in Equity		3
Unaudited Condensed Interim Consolidated Statements of Cash Flows		4
Notes to the Unaudited Condensed Interim Consolidated Financial Statements
1)	Nature of operations and liquidity	5
2)	Statement of compliance	5
3)	Basis of preparation, material accounting policies, and future accounting changes	6
4)	Amounts receivable	7
5)	Inventory	7
6)	Assets and liabilities held for sale	7
7)	Other intangible assets	8
8)	Mine properties, plant and equipment	8
9)	Accounts payable and accrued liabilities	10
10)	Debt	10
11)	Issued capital	11
12)	Equity reserves	11
13)	Earnings (loss) per share	12
14)	Taxes	13
15)	Related party transactions	13
16)	Segmented disclosure	13
17)	Commitments and contingencies	17
18)	Financial instruments	18
19)	Revenues	20
20)	Expenses	21
21)	Subsequent events	22

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Largo Inc.

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

Unaudited Condensed Interim Consolidated Statements of Financial Position

			As at
			June 30,			December 31,
	Notes		2024			2023
Assets
Cash		$	35,811		$	42,714
Restricted cash			712			712
Amounts receivable	4		16,138			25,598
Inventory	5		47,401			61,565
Assets held for sale	6		6,758			-
Prepaid expenses			6,243			6,534
Total Current Assets			113,063			137,123
Other intangible assets	7		2,676			6,153
Mine properties, plant and equipment	8		187,106			212,176
Vanadium assets			18,459			18,674
Deferred income tax asset	14(b)		15,736			7,495
Total Non-current Assets			223,977			244,498
Total Assets		$	337,040		$	381,621
Liabilities
Current portion of lease liability	6	$	- $		$	600
Liabilities held for sale	6		1,249			-
Accounts payable and accrued liabilities	9		28,212			31,439
Deferred revenue			3,554			3,553
Debt	10		13,477			-
Current portion of provisions			6,694			6,863
Total Current Liabilities			53,186			42,455
Lease liability	6		-			925
Non-current accounts payable and accrued liabilities	9		630			724
Long term debt	10		71,250			75,000
Provisions			5,503			6,718
Total Non-current Liabilities			77,383			83,367
Total Liabilities			130,569			125,822
Equity
Issued capital	11		412,988			412,295
Equity reserves	12		11,002			12,200
Accumulated other comprehensive loss			(120,447	)		(98,200	)
Deficit			(103,977	)		(77,643	)
Equity attributable to owners of the Company			199,566			248,652
Non-controlling Interest			6,905			7,147
Total Equity			206,471			255,799
Total Liabilities and Equity		$	337,040		$	381,621
Commitments and contingencies	8, 17
Subsequent events	21

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Largo Inc.

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

Unaudited Condensed Interim Consolidated Statements of Income (Loss)
and Comprehensive Income (Loss)

			Three Months ended						Six Months ended
			June 30,						June 30,
	Notes		2024			2023			2024			2023
Revenues	19	$	28,559		$	53,110		$	70,746		$	110,531
Expenses
Operating costs	20		(36,379	)		(43,029	)		(86,086	)		(88,960	)
Professional, consulting and management fees			(2,774	)		(5,824	)		(6,988	)		(11,363	)
Foreign exchange loss			(4,132	)		(817	)		(5,043	)		(400	)
Other general and administrative expenses			(2,673	)		(3,333	)		(5,280	)		(6,606	)
Share-based payments	12		(118	)		(413	)		(408	)		929
Finance costs	20		(2,805	)		(1,981	)		(4,617	)		(3,407	)
Interest income			870			480			1,176			1,192
Technology start-up costs			(678	)		(1,539	)		(1,414	)		(4,308	)
Write-down of vanadium assets			(329	)		-			(215	)		-
Exploration and evaluation costs			(1,256	)		(1,301	)		(1,899	)		(1,540	)
			(50,274	)		(57,757	)		(110,774	)		(114,463	)
Net loss before tax		$	(21,715	)	$	(4,647	)	$	(40,028	)	$	(3,932	)
Income tax recovery (expense)	14(a)		2,890			295			2,868			(38	)
Deferred income tax recovery (expense)	14(a)		4,342			(1,614	)		9,671			(3,203	)
Net loss		$	(14,483	)	$	(5,966	)	$	(27,489	)	$	(7,173	)
Other comprehensive income (loss)
Items that subsequently will be reclassified to operations:
Unrealized (loss) gain on foreign currency translation			(16,563	)		10,223			(22,247	)		15,104
Comprehensive income (loss)		$	(31,046	)	$	4,257		$	(49,736	)	$	7,931
Net loss attributable to:
Owners of the Company		$	(14,280	)	$	(5,763	)	$	(27,247	)	$	(7,001	)
Non-controlling interests		$	(203	)	$	(203	)	$	(242	)	$	(172	)
		$	(14,483	)	$	(5,966	)	$	(27,489	)	$	(7,173	)
Comprehensive income (loss) attributable to:
Owners of the Company		$	(30,843	)	$	4,460		$	(49,494	)	$	8,103
Non-controlling interests		$	(203	)	$	(203	)	$	(242	)	$	(172	)
		$	(31,046	)	$	4,257		$	(49,736	)	$	7,931
Basic loss per Common Share	13	$	(0.23	)	$	(0.09	)	$	(0.43	)	$	(0.11	)
Diluted loss per Common Share	13	$	(0.23	)	$	(0.09	)	$	(0.43	)	$	(0.11	)
Weighted Average Number of Shares
Outstanding (in 000's)
- Basic	13		64,080			64,045			64,065			64,025
- Diluted	13		64,080			64,045			64,065			64,025

 

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Largo Inc.

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

Unaudited Condensed Interim Consolidated Statements of Changes in Equity

								Attributable to owners of the Company
					Issued			Equity			Accumulated Other						Non-controlling			Shareholders'
		Shares			Capital			Reserves			Comprehensive Loss			Deficit			interest			Equity
Balance at December 31, 2022		64,006		$	411,646		$	14,138		$	(112,165	)	$	(48,227	)	$	9,162		$	274,554
Share-based payments		-			-			(1,408	)		-			479			-			(929	)
Exercise of restricted share units		44			678			(678	)		-			-			-			-
Expiry of warrants		-			-			(78	)		-			78			-			-
Currency translation adjustment		-			-			-			15,104			-			-			15,104
Net loss for the period		-			-			-			-			(7,001	)		(172	)		(7,173	)
Balance at June 30, 2023		64,050		$	412,324		$	11,974		$	(97,061	)	$	(54,671	)	$	8,990		$	281,556
Balance at December 31, 2023		64,051		$	412,295		$	12,200		$	(98,200	)	$	(77,643	)	$	7,147		$	255,799
Share-based payments		-			-			39			-			369			-			408
Exercise of restricted share units		60			693			(693	)		-			-			-			-
Expiry of stock options		-			-			(544	)		-			544			-			-
Currency translation adjustment		-			-			-			(22,247	)		-			-			(22,247	)
Net loss for the period		-			-			-			-			(27,247	)		(242	)		(27,489	)
Balance at June 30, 2024		64,111		$	412,988		$	11,002		$	(120,447	)	$	(103,977	)	$	6,905		$	206,471

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Largo Inc.

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

Unaudited Condensed Interim Consolidated Statements of Cash Flows

			Three Months ended						Six Months ended
			June 30,						June 30,
	Notes		2024			2023			2024			2023
Operating Activities
Net loss for the period		$	(14,483	)	$	(5,966	)	$	(27,489	)	$	(7,173	)
Depreciation			6,168			7,005			14,892			15,049
Share-based payments	12		118			413			408			(929	)
Unrealized foreign exchange loss			4,952			245			5,591			264
Finance costs	20		2,805			1,981			4,617			3,407
Interest income			(870	)		(480	)		(1,176	)		(1,192	)
Write-down of property, plant and equipment			119			-			119			-
Write-down of vanadium assets			329			-			215			-
Income tax (recovery) expense	14(a)		(2,890	)		(295	)		(2,868	)		38
Deferred income tax (recovery) expense	14(a)		(4,342	)		1,614			(9,671	)		3,203
Income tax refund (paid)			2,914			(676	)		2,914			(676	)
Cash (Used) Provided Before Working Capital Items			(5,180	)		3,841			(12,448	)		11,991
Change in amounts receivable			(1,921	)		10,507			8,307			(2,016	)
Change in inventory			1,491			(3,868	)		13,491			2,930
Change in prepaid expenses			(1,048	)		1,669			(302	)		6,081
Changes in accounts payable and provisions			(207	)		5,036			(347	)		2,584
Change in deferred revenue			741			872			1			1,440
Net Cash (Used in) Provided by Operating
Activities			(6,124	)		18,057			8,702			23,010
Financing Activities
Receipt of debt	10		9,727			-			9,727			25,000
Interest paid			(1,740	)		(2,092	)		(3,260	)		(2,092	)
Interest received			868			479			1,167			1,191
Lease payments			(147	)		(143	)		(296	)		(286	)
Change in restricted cash			5			-			-			(264	)
Net Cash Provided by (Used in) Financing
Activities			8,713			(1,756	)		7,338			23,549
Investing Activities
Intangible assets			-			(104	)		-			(194	)
Mine properties, plant and equipment			(11,540	)		(12,654	)		(21,736	)		(27,380	)
Purchase of vanadium assets			-			(1,525	)		-			(10,115	)
Net Cash Used in Investing Activities			(11,540	)		(14,283	)		(21,736	)		(37,689	)
Effect of foreign exchange on cash			(894	)		387			(1,207	)		639
Net Change in Cash			(9,845	)		2,405			(6,903	)		9,509
Cash position - beginning of the period			45,656			61,575			42,714			54,471
Cash Position - end of the period		$	35,811		$	63,980		$	35,811		$	63,980

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1) Nature of operations and liquidity

Largo Inc. ("the Company") is a producer and supplier of high-quality vanadium products, which are sourced from one of the world's highest-grade vanadium deposits at the Company's Maracás Menchen Mine located in Brazil. The Company is also focused on the ramp up of its ilmenite concentrate plant and is undertaking a strategic evaluation of its U.S.-based clean energy business, including its vanadium redox flow battery technology ("VRFB"). 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.

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 10%, which has a significant impact on the Company's forecasts. The Company has implemented changes to address underlying operating issues and has recently 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 at current vanadium prices. Based on the information currently available and prevailing market conditions, these measures are expected to result in the Company's Maracás Menchen Mine continuing to operate at normal levels.

The Company has recently secured two short-term working capital debt facilities for up to $8,000 and $2,000 (note 10) and two inventory financing facilities for up to $10,000 each (note 10) and continues to actively pursue additional financing options to increase its liquidity and capital resources. In addition, the Company is committed to finalizing a proposed transaction with Stryten Energy LLC for the Company's clean energy business (note 6). There can be no assurance that the Company will be successful in achieving additional funding on terms acceptable to the Company, or at all, or be able to successfully implement strategic alternatives.

If the Company does not achieve expected vanadium and ilmenite sales volumes and prices or does not continue to operate at expected levels, the Company may have to implement alternative plans to ensure that it will have sufficient liquidity for the twelve-month period ending June 30, 2025 from continuing operations. These alternatives may impact future operating and financial performance.

These unaudited condensed interim 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.

2) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.

The unaudited condensed interim consolidated financial statements were approved by the Board of Directors of the Company on August 7, 2024. 

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

The basis of presentation, and accounting policies and methods of their application in these unaudited condensed interim consolidated financial statements, including comparatives, are consistent with those used in the Company's audited annual consolidated financial statements for the year ended December 31, 2023 and should be read in conjunction with those statements.

These unaudited condensed interim consolidated financial statements are presented in thousands of U.S. dollars, unless otherwise noted. References to the symbol "C$" or "CAD" mean the Canadian dollar, references to the symbol "EUR" mean the Euro and references to the symbol "R$" or "BRL" mean the Brazilian real, the official currency of Brazil.

a) Critical judgements and estimation uncertainties

The preparation of unaudited condensed interim consolidated financial statements requires the Company's management to make judgments, estimates and assumptions about the carrying amount of its assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are disclosed in note 3(d) of the Company's audited annual consolidated financial statements for the year ended December 31, 2023. There have been no significant changes to the areas of estimation and judgment during the three and six months ended June 30, 2024.

b) Material accounting policies

These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared following the same accounting policies and methods of computation as the audited annual consolidated financial statements for the year ended December 31, 2023, with the exception of an additional accounting policy as included below.

Amendments to IAS 1, Presentation of Financial Statements, IAS 21, The Effects of Changes in Foreign Exchange Rates and IFRS 16, Leases, became effective on January 1, 2024 with no impact on the Company's unaudited condensed interim consolidated financial statements.

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 fair value less costs of disposal ("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. 

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4) Amounts receivable

5) Inventory

During the three and six months ended June 30, 2024, the Company recognized net realizable value write-downs of $7,029 and $11,214 for vanadium finished products (three and six months ended June 30, 2023 - $683 and $683), net realizable value write-downs of $229 and $158 for ilmenite finished products (three and six months ended June 30, 2023 - $nil and $nil) and net realizable value write-downs of $342 and $308 for warehouse materials (three and six months ended June 30, 2023 - $nil and $nil).

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 have advanced significantly during the three months ended June 30, 2024 following extensive due diligence and the Parties are committed to concluding the proposed transaction with LCE contributing certain assets, as set out below.

At June 30, 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 16) met the criteria to be classified as held for sale. This includes items of other intangible assets (intellectual property), mine properties, plant and equipment ("MPPE") and the lease liability related to the leased premises. Significant judgment was applied in considering the progress in finalizing the transaction agreements and the items pending resolution. It was concluded that at June 30, 2024, the proposed transaction was considered to be highly probable of being concluded within one year.

As part of this process, items of mine properties, plant and equipment with a net book value of $119 were written off. Upon classification as held for sale, the 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 $1,249 relates to the total lease liability (current and non-current). 

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7) Other intangible assets

At June 30, 2024, the remaining estimated useful life of capitalized software costs was 3.5 years (December 31, 2023 - 4 years).

8) Mine properties, plant and equipment

At June 30, 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. 

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Of the additions noted above, $19,977 related to the Mine Properties segment (year ended December 31, 2023 − $47,519) and $58 related to Largo Clean Energy (year ended December 31, 2023 − $85). 

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9) Accounts payable and accrued liabilities

10) Debt

Credit facilities 

In October 2022, the Company secured an additional 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. 

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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 are 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. 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.

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 of 12 months for the receipt of funds and a further four months for the repayment of amounts received, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 100 days. Amounts repaid will 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 of 15 months, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 90 days. Amounts repaid will include a commission fee of 1%, interest costs and other direct costs. The Company began drawing down on this facility in July 2024.

11) Issued capital

a) Authorized

Unlimited common shares without par value.

b) Issued

12) Equity reserves

During the three and six months ended June 30, 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 $408 (three and six months ended June 30, 2023 - expense recovery of $929). The total share-based payment amount was charged to operations. 

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1. Value includes amounts relating to all outstanding grants.

a) RSUs

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 June 30, 2024 was 2.8 years (December 31, 2023 - 3.1 years).

c) Warrants

13) Earnings (loss) per share

The total number of shares issuable from options, warrants and RSUs that are excluded from the computation of diluted earnings (loss) per share because their effect would be anti-dilutive was 1,199 for the three and six months ended June 30, 2024 (three and six months ended June 30, 2023 - 1,636).  

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14) Taxes

a) Tax recovery (expense)

b) Changes in deferred tax assets and liabilities 

15) 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:

Refer to note 17 for additional commitments with management.

16) 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.

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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.

3. Inter-segment transaction elimination of $48,626 partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total assets of $5,321 and E&E properties total assets of $2.

4. Inter-segment transaction elimination of $48,217 partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total liabilities of $204 and E&E properties total liabilities of $0. 

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																	Inter-
														Largo			segment
		Sales &			Mine						Clean			Physical			transactions
		trading			properties			Corporate			Energy			Vanadium			& other			Total
Three months ended June 30, 2023
Revenues	$	43,810		$	43,940		$	35,737		$	-		$	-		$	(70,377	)	$	53,110
Operating costs		(50,806	)		(36,952	)		(34,492	)		-			-			79,221			(43,029	)
Professional, consulting and management fees		(456	)		(624	)		(1,997	)		(2,444	)		(303	)		-	1		(5,824	)
Foreign exchange gain (loss)		9			(453	)		(381	)		(13	)		21			-			(817	)
Other general and administrative expenses		(452	)		(545	)		(880	)		(1,253	)		(29	)		(174	)1		(3,333	)
Share-based payments		-			-			(413	)		-			-			-			(413	)
Finance costs		(10	)		(1,662	)		(3	)		(18	)		(286	)		(2	)1		(1,981	)
Interest income		1			141			338			-			-			-			480
Technology start-up costs		-			-			-			(1,539	)		-			-	1		(1,539	)
Exploration and evaluation costs		-			(625	)		-			-			-			(676	) 2		(1,301	)
		(51,714	)		(40,720	)		(37,828	)		(5,267	)		(597	)		78,369			(57,757	)
Net income (loss) before tax		(7,904	)		3,220			(2,091	)		(5,267	)		(597	)		7,992			(4,647	)
Income tax recovery		228			67			-			-			-			-			295
Deferred income tax (expense) recovery		237			(1,675	)		(176	)		-			-			-			(1,614	)
Net income (loss)	$	(7,439	)	$	1,612		$	(2,267	)	$	(5,267	)	$	(597	)	$	7,992		$	(5,966	)
Revenues (after inter-segment eliminations)	$	43,721		$	8,974		$	415		$	-		$	-		$	-		$	53,110
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.

3. Inter-segment transaction elimination of $(82,231) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total assets of $4,890 and E&E properties total assets of $2.

4. Inter-segment transaction elimination of $(85,301) partially offset by Largo Titânio Ltda. and Largo Tech Ltda. total liabilities of $119. 

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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. 

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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.

17) Commitments and contingencies

At June 30, 2024, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $1,687 and all payable within one year. These contracts also require that additional payments of up to approximately $2,391 be made upon the occurrence of certain events such as change of control. As the triggering event has not occurred, the contingent payments have not been reflected in these consolidated financial statements.

In 2021, the Company signed a 10-year exclusive off-take agreement with a third party for the purchase of all standard and high purity grade vanadium products they produce. The first delivery occurred in December 2023 and the Company is committed to the purchase of 360 tonnes of V₂O₅ they produce in 2024, with the Company having a right of first refusal over additional amounts. 

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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 September 30, 2024 and May 1, 2027. Minimum rental commitments remaining under the leases are approximately $158, including $94 due within one year.

At the Company's Maracás Menchen Mine and at Largo Clean Energy, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of June 30, 2024 of $6,174.

The Company, through its subsidiaries, is party to legal proceedings in the ordinary course of its operations related to legally binding agreements with various third parties under supply contracts and consulting agreements. During the year ended December 31, 2022, the Company received a ruling regarding one such proceeding in Brazil. This relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The ruling requires the Company to pay amounts due, plus interest and legal fees. At June 30, 2024, the Company recognized a provision of R$32,763 ($5,894) in the current portion of provisions (December 31, 2023 - $6,012). The Company is awaiting a further ruling from a higher court in Brazil regarding interest and other payment terms. At June 30, 2024, the Company recognized a total provision of $6,327 for legal proceedings (December 31, 2023 - $6,447), including a provision of $433 (December 31, 2023 - $435) for labour matters.

The outcome of these proceedings remains dependent on the final judgment. Management does not expect the outcome of any of the remaining proceedings to have a materially adverse effect on the results of the Company's financial position or results of operations.

18) Financial instruments

Financial assets and financial liabilities at June 30, 2024 and December 31, 2023 were as follows:

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

The Company's risk exposures and the impact on the Company's financial instruments are summarized below. There have been no changes in the risks, objectives, policies and procedures from the previous year.

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. 

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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 unaudited condensed interim consolidated statements of financial position approximate fair values because of the limited term of these instruments. Cash and restricted cash are classified as FVTPL and included in level 1. The debt facilities were secured at interest rates consistent with the rates seen at June 30, 2024, and without any debt issuance costs and thus the carrying amount of debt approximates fair value.

There have been no changes in the classification of financial instruments in the fair value hierarchy since December 31, 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 $11,498, $3,079 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 June 30, 2024, no amounts are past due and in the six months ended June 30, 2024, the Company has not experienced any credit losses. At June 30, 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.

c) Liquidity risk

The following table details the Company's expected remaining contractual cash flow requirements at June 30, 2024 for its financial liabilities with agreed repayment periods. 

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The Company's principal sources of liquidity are its cash flows from operating activities and cash of $35,811 (December 31, 2023 - $42,714). Refer to note 17 for other commitments and contingencies.

d) Market risk

Interest rate risk

The Company's interest rate exposure is limited to that portion of its debt that is subject to floating interest rates. At June 30, 2024, the Company had no debt that is subject to floating interest rates and does not have any exposure to floating interest rates.

Foreign currency risk

At June 30, 2024, the Company's outstanding debt is 100% denominated in U.S. dollars (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 June 30, 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 June 30, 2024 by approximately $67. 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 $3.

Price risk

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

19) Revenues

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In the three and six months ended June 30, 2024, the Company's revenues were from transactions with multiple customers, including two customers who each represented more than 10% of revenues. Total revenues with each of these two customers were $12,360 (included in the Sales & trading segment) and $7,198 (included across both the Sales & trading and Mine properties segments) in the six months ended June 30, 2024.

The Company's V₂O₃ revenues were predominantly from transactions with one customer, with V₂O₅ revenues including four customers who each represented more than 10% of V₂O₅ revenues and FeV revenues including three customers who each represented more than 10% of FeV revenues.

In the three and six months ended June 30, 2023, the Company's revenues include transactions with two customers who each represented more than 10% of revenues. Total revenues with each of these two customers were $31,910 (included in the Sales & trading segment) and $15,506 (included across both the Sales & trading and Mine properties segments) in the six months ended June 30, 2023.

20) Expenses

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21) Subsequent events

On July 5, 2024, the Company signed an additional inventory financing agreement for up to $10,000. Refer to note 10.

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Management's Discussion and Analysis

For The Three and Six Months Ended June 30, 2024

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Table of contents

To Our Shareholders	1
The Company	1
Q2 2024 Highlights	1
Significant Events and Transactions Subsequent to Q2 2024	1
Q2 2024 Summary	2
Selected Quarterly Information	10
2024 Guidance	10
Operations	11
Financial Instruments	13
Liquidity And Capital Resources	13
Outstanding Share Data	15
Transactions With Related Parties	15
Commitments And Contingencies	15
Disclosure Controls And Procedures And Internal Controls Over Financial Reporting	16
Significant Accounting Judgments, Estimates And Assumptions	17
Changes In Accounting Policies	17
Non-GAAP Measures	17
Risks And Uncertainties	21
Cautionary Statement Regarding Forward-Looking Information	21
Additional Information	27

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To Our Shareholders

The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Largo Inc. ("we", "our", "us", "Largo", or the "Company") for the quarter ended June 30, 2024 ("Q2 2024") and should be read in conjunction with (i) the unaudited condensed interim consolidated financial statements and related notes for the same period, (ii) the audited annual consolidated financial statements and related notes for the year ended December 31, 2023 and (iii) the MD&A for the year ended December 31, 2023. Note references in the following discussion refer to the note disclosures contained in the Q2 2024 unaudited condensed interim consolidated financial statements. References in the following discussion to "Q2 2023" refer to the quarter ended June 30, 2023.

The financial statements and related notes of Largo have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to a going concern. Certain non-GAAP measures are discussed in this MD&A, which are clearly disclosed as such. Additional information about the Company has been filed electronically through SEDAR+ and is available online under the Company's profile at www.sedarplus.ca and www.sec.gov.

This MD&A reports the Company's activities through August 7, 2024, unless otherwise indicated. References to "the date of this MD&A" mean August 7, 2024. Except as otherwise set out herein, all amounts expressed herein are in thousands of U.S. dollars, denominated by "$". The Company's shares, options, units and warrants are expressed in thousands. Prices are not expressed in thousands. References to the symbol "C$" mean the Canadian dollar and references to the symbol "R$" mean the Brazilian real.

Mr. Emerson Ricardo Re, MSc, MBA, MAusIMM (CP) (No. 305892), Registered Member (No. 0138) (Chilean Mining Commission), is a Qualified Person as defined under National Instrument 43-101 - Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed and approved the technical information in this MD&A.

The Company

Largo is a Canadian based company that is one of the world's leading high-quality vanadium suppliers with its VPURE^TM and VPURE+^TM products, which are sourced from the Company's Maracás Menchen Mine in Brazil. The Company is also focused on the ramp up of its ilmenite concentrate plant and is undertaking a strategic evaluation of its U.S.-based clean energy business, including its vanadium redox flow battery technology ("VRFB"). The Company's strategic business plan is centered around maintaining its position as a leading vanadium supplier with a growth strategy to support a low-carbon future.

The Company is organized and exists under the Business Corporations Act (Ontario) and its common shares are listed on the Toronto Stock Exchange under the symbol "LGO" and on the Nasdaq Stock Market under the symbol "LGO".

Q2 2024 Highlights 

• The Company recorded net loss before tax of $21,715 for Q2 2024 and a net loss of $14,483.

• The Company's Maracás Menchen Mine produced 2,689 tonnes of vanadium pentoxide ("V₂O₅") equivalent in Q2 2024 and had sales of 1,841 tonnes of V₂O₅ equivalent (including 128 tonnes of purchased products).

• In Q2 2024, the Company secured two short-term working capital debt facilities with banks in Brazil for a total limit of $10,000. Drawdowns on the facilities are repayable within 90 days together with accrued interest, with renewals subject to approval by the bank. The Company received $9,727 from these facilities. Refer to note 10.

• In Q2 2024, the Company signed an inventory financing agreement for up to $10,000. Under the terms of this facility, which has an ultimate term of 16 months, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 100 days. Refer to note 10.

Significant Events and Transactions Subsequent to Q2 2024

• In July 2024, the Company signed an additional inventory financing agreement for up to $10,000. Under the terms of this facility, which has an ultimate term of 15 months, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 90 days. Refer to note 10.

 

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• In August 2024, the Company renewed its $8,000 working capital debt facility for a further 90 days at a rate of 8.40% p.a.

Q2 2024 Summary

Financial

		Three months ended
		June 30,			June 30,
		2024			2023			Movement
Revenues	$	28,559		$	53,110		$	(24,551	)		(46%)
Operating costs		(36,379	)		(43,029	)		6,650			(15%)
Direct mine and production costs		(15,073	)		(24,976	)		9,903			(40%)
Professional, consulting and management fees		(2,774	)		(5,824	)		3,050			(52%)
Foreign exchange loss		(4,132	)		(817	)		(3,315	)		406%
Other general and administrative expenses		(2,673	)		(3,333	)		660			(20%)
Share-based payments		(118	)		(413	)		295			(71%)
Finance costs		(2,805	)		(1,981	)		(824	)		42%
Interest income		870			480			390			81%
Technology start-up costs		(678	)		(1,539	)		861			(56%)
Write down of vanadium assets		(329	)		-			(329	)		(100%)
Exploration and evaluation costs		(1,256	)		(1,301	)		45			(3%)
		(50,274	)		(57,757	)		7,483			(13%)
Net loss before tax		(21,715	)		(4,647	)		(17,068	)		367%
Income tax recovery		2,890			295			2,595			880%
Deferred income tax recovery (expense)		4,342			(1,614	)		5,956			(369%)
Net loss	$	(14,483	)	$	(5,966	)	$	(8,517	)		143%
Unrealized (loss) gain on foreign currency translation		(16,563	)		10,223			(26,786	)		(262%)
Comprehensive income (loss)	$	(31,046	)	$	4,257		$	(35,303	)		(829%)
Basic loss per share	$	(0.23	)	$	(0.09	)	$	(0.14	)		156%
Diluted loss per share	$	(0.23	)	$	(0.09	)	$	(0.14	)		156%
Adjusted EBITDA1	$	(833	)	$	6,002		$	(6,835	)		(114%)
Cash (used) provided before working capital items	$	(5,180	)	$	3,841		$	(9,021	)		(235%)
Net cash (used in) provided by operating activities		(6,124	)		18,057			(24,181	)		(134%)
Net cash provided by (used in) financing activities		8,713			(1,756	)		10,469			(596%)
Net cash used in investing activities		(11,540	)		(14,283	)		2,743			(19%)
Net change in cash		(9,845	)		2,405			(12,250	)		(509%)

1. Adjusted EBITDA is a non-GAAP financial measure with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A. 

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		Six months ended
		June 30,			June 30,
		2024			2023			Movement
Revenues	$	70,746		$	110,531		$	(39,785	)		(36%)
Operating costs		(86,086	)		(88,960	)		2,874			(3%)
Direct mine and production costs		(45,012	)		(53,395	)		8,383			(16%)
Professional, consulting and management fees		(6,988	)		(11,363	)		4,375			(39%)
Foreign exchange loss		(5,043	)		(400	)		(4,643	)		1,161%
Other general and administrative expenses		(5,280	)		(6,606	)		1,326			(20%)
Share-based payments		(408	)		929			(1,337	)		(144%)
Finance costs		(4,617	)		(3,407	)		(1,210	)		36%
Interest income		1,176			1,192			(16	)		(1%)
Technology start-up costs		(1,414	)		(4,308	)		2,894			(67%)
Write down of vanadium assets		(215	)		-			(215	)		100%
Exploration and evaluation costs		(1,899	)		(1,540	)		(359	)		23%
		(110,774	)		(114,463	)		3,689			(3%)
Net loss before tax	$	(40,028	)	$	(3,932	)	$	(36,096	)		918%
Income tax recovery (expense)		2,868			(38	)		2,906			(7,647%)
Deferred income tax recovery (expense)		9,671			(3,203	)		12,874			(402%)
Net loss	$	(27,489	)	$	(7,173	)	$	(20,316	)		283%
Unrealized (loss) gain on foreign currency translation		(22,247	)		15,104			(37,351	)		(247%)
Comprehensive income (loss)	$	(49,736	)	$	7,931		$	(57,667	)		(727%)
Basic loss per share (note 13)	$	(0.43	)	$	(0.11	)	$	(0.32	)		291%
Diluted loss per share (note 13)	$	(0.43	)	$	(0.11	)	$	(0.32	)		291%
Adjusted EBITDA1	$	(3,258	)	$	13,835		$	(17,093	)		(124%)
Cash (used) provided before working capital items	$	(12,448	)	$	11,991		$	(24,439	)		(204%)
Net cash provided by operating activities		8,702			23,010			(14,308	)		(62%)
Net cash provided by financing activities		7,338			23,549			(16,211	)		(69%)
Net cash used in investing activities		(21,736	)		(37,689	)		15,953			(42%)
Net change in cash	$	(6,903	)	$	9,509		$	(16,412	)		(173%)

1. Adjusted EBITDA is a non-GAAP financial measure with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

The amounts in the discussion below refer to those shown in the previous tables.

• The Company recorded a net loss of $14,483 in Q2 2024, compared with net loss of $5,966 in Q2 2023. This movement was primarily due to a 46% decrease in revenues and a 42% increase in finance costs, partially offset by a 15% decrease in operating costs, a 52% decrease in professional, consulting and management fees and a 56% decrease in technology start-up costs.

• For the six months ended June 30, 2024, the Company recorded a net loss of $27,489, compared with a net loss of $7,173 for the same prior year period. This movement was primarily attributable to a 36% decrease in revenues and a 36% increase in finance costs, partially offset by a 3% decrease in operating costs, a 39% decrease in professional, consulting and management fees and a 67% decrease in technology start-up costs. 

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Commercial

• In Q2 2024, the Company sold 1,841 tonnes of V₂O₅ equivalent (Q2 2023 - 2,557 tonnes), including 128 tonnes of purchased products (Q2 2023 - 289 tonnes). This is below the Q2 2024 guidance range of 2,100 to 2,600 tonnes of V₂O₅ equivalent and is a consequence of lower production seen in Q1 2024. Produced V₂O₅ equivalent sold decreased, with 3,776 (000s lb) sold in Q2 2024, as compared with 5,000 (000s lb) sold in Q2 2023.

• In Q2 2024, the Company also sold 12,261 tonnes of ilmenite, which exceeded the Q2 2024 guidance range of 9,500 to 11,500 tonnes of ilmenite. This is due to the operational and administrative delays that pushed some ilmenite sales from Q1 2024 into Q2 2024. The Company expects ilmenite sales to increase together with production in the coming quarters.

• The Company delivered both standard grade and high purity V₂O₅, as well as vanadium trioxide ("V²O³") and ferrovanadium ("FeV") to customers globally. The Company's sales are geographically diversified, with approximately 45% of deliveries occurring in Europe, 30% in North America and the remainder in South America and Asia.

• The Company continues to actively manage its logistics and supply chain operations to provide premium products and service to its customers. Shipping operations from Brazil were impacted in Q2 2024 due to congestion and delays, primarily in Asia.

• The average benchmark prices per lb of V₂O₅ in Europe and the average benchmark prices per kg of FeV in Europe were as follows:

• Spot demand in Q2 2024 was soft, primarily due to adverse conditions in the Chinese and European steel industries. However, strong demand from the aerospace sector continued. Demand in the energy storage market is anticipated to increase in future quarters, specifically in China. The Company maintained a strong focus on developing new markets for its high purity products during the period.

• In 2021, the Company signed a 10-year exclusive off-take agreement with a third party for the purchase of all standard and high purity grade vanadium products they produce. The first delivery occurred in December 2023 and the Company is committed to the purchase of 360 tonnes of V₂O₅ in 2024.

• Largo Physical Vanadium Corp. ("LPV") has deployed its available capital and is focused on marketing and strategic initiatives to establish its business model.

• Subsequent to Q2 2024, sales in July 2024 were 697 tonnes of V₂O₅ equivalent and 406 dry tonnes of ilmenite.

• During Q2 2024, the Company recognized revenues from vanadium sales of $26,210 (Q2 2023 - $53,110) from sales of 1,841 tonnes of V₂O₅ equivalent (Q2 2023 - 2,557 tonnes) and revenues from ilmenite sales of $2,349 (Q2 2023 - $nil). Of the total revenues, $22,975 is related to the Sales & trading segment, $5,199 is related to the Mine properties segment and $385 is related to the Corporate segment (after the elimination of inter-segment transactions).

• During the six months ended June 30, 2024, the Company recognized revenues from vanadium sales of $68,328 (six months ended June 30, 2023 - $110,531) from the sales of 4,606 tonnes of V₂O₅ equivalent (six months ended June 30, 2023 - 5,406 tonnes) and revenues from ilmenite sales of $2,418 (six months ended June 30, 2023 - $nil). Of the total, $57,778 is related to the Sales & trading segment, $12,368 is related to the Mine properties segment and $600 is related to the Corporate segment (after the elimination of inter- segment transactions). 

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• In the six months ended June 30, 2024, the Company's revenues were from transactions with multiple customers, including two customers who each represented more than 10% of revenues. Total revenues with each of these two customers were $12,360 (included in the Sales & trading segment) and $7,198 (included across both the Sales & trading and Mine properties segments). The Company's V₂O₃ revenues were predominantly from transactions with one customer, with V₂O₅ revenues including four customers who each represented more than 10% of V₂O₅ revenues and FeV revenues including three customers who each represented more than 10% of FeV revenues. Refer to note 19.

1. V₂O₅ revenues per pound of V₂O₅ sold, V₂O₃ revenues per pound of V₂O₃ sold, FeV revenues per kg of FeV sold and revenues per pound sold are non-GAAP ratios with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non- GAAP Measures" section of this MD&A.

2. Calculated based on the quantity sold during the stated period.

Costs

• Operating costs of $36,379 in Q2 2024 (Q2 2023 - $43,029) include direct mine and production costs of $15,073 (Q2 2023 - $24,976), conversion costs of $2,018 (Q2 2023 - $2,220), product acquisition costs of $1,310 (Q2 2023 - $3,753), royalties of $1,814 (Q2 2023 - $2,450), distribution costs of $1,724 (Q2 2023 - $2,525), inventory write-down of $7,600 (Q2 2023 - $683), depreciation and amortization of $5,396 (Q2 2023 - $6,202), iron ore costs of $402 (Q2 2023 - $220) and ilmenite costs of $1,042 (Q2 2023 - $nil).

• The decrease seen in direct mine and production costs in Q2 2024 as compared with Q2 2023 reflects the 28% decrease in vanadium sold. Costs were impacted by the plant shutdown in Q1 2024 and the associated lower global recoveries and higher costs as the plant resumed operations. The inventory write-down of $7,600 includes a write-down of vanadium finished products of $6,688. Of the total operating costs, $19,935 is related to the Sales & trading segment, $15,895 is related to the Mine properties segment and $549 is related to the Corporate segment (after the elimination of inter-segment transactions).

• Operating costs of $86,086 for the six months ended June 30, 2024 (2023 - $88,960 in the same prior year period) include direct mine and production costs of $45,012 (2023 - $53,395 in the same prior year period), conversion costs of $4,041 (2023 - $4,138 in the same prior year period), product acquisition costs of $3,360 (2023 - $7,931 in the same prior year period), royalties of $3,487 (2023 - $4,895 in the same prior year period), distribution costs of $3,542 (2023 - $3,972 in the same prior year period), inventory write-down of $11,680 (2023 - $683 in the same prior year period), depreciation and amortization of $13,473 (2023 - $13,453 in the same prior year period), iron ore costs of $402 (2023 - $493 in the same prior year period) and ilmenite costs of $1,089 (2023 - $nil).

• The 16% decrease in direct mine and production costs is attributable to a 15% decrease in vanadium sold, with costs in the six months ended June 30, 2024 impacted by the plant shutdown in Q1 2024 and lower global recovery levels. Of the total, $53,679 is related to the Sales & trading segment, $31,582 is related to  the Mine properties segment and $825 is related to the Corporate segment (after the elimination of inter- segment transactions).

 

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1. Cash operating costs per pound and cash operating costs excluding royalties per pound are non-GAAP ratios with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

• Cash operating costs excluding royalties per pound, which is calculated on pounds of produced V₂O₅ sold, were $5.97 per lb in Q2 2024, compared with $5.18 for Q2 2023. The increase seen in Q2 2024 compared with Q2 2023 is largely due to the reasons noted above for operating costs, particularly lower grades and the lower global recovery levels seen in 2024 to date of 70.5% in Q1 2024 (Q1 2023 - 83.0%) and 72.8% in Q2 2024 (Q2 2023 - 81.9%). Further, inventory write-downs for produced products of $6,688 for Q2 2024 (Q2 2023 - $nil) had a significant impact on the amounts reported above. The Company has implemented a number of initiatives with the goal of reducing production costs and improving productivity, including reducing haulage distances, reducing the number of contractors and a comprehensive review of all contracts. These initiatives are having an impact, with costs in June 2024 being 10% lower than forecast. The Company expects to see the benefits of these initiatives in its financial results beginning in Q3 2024.

• For the six months ended June 30, 2024, cash operating costs excluding royalties per pound were $6.06 per lb, compared with $5.17 for the same prior year period. This was significantly impacted by inventory write- downs for produced products of $11,214 for the six months ended June 30, 2024 ($nil in the same prior year period).

• Professional, consulting and management fees in Q2 2024 decreased from Q2 2023 by 52%. Of the total professional, consulting and management fee expense in Q2 2024, $136 is related to the Sales & trading segment (Q2 2023 - $456), $476 is related to the Mine properties segment (Q2 2023 - $624), $1,392 is related to the Corporate segment (Q2 2023 - $1,997), $609 is related to the clean energy segment (Q2 2023 - $2,444) and $161 is related to LPV (Q2 2023 - $303). The decreases seen are primarily attributable to the Company's focus on reducing costs, as well as reduced headcounts and reduced activity at Largo Clean Energy ("LCE"). For the six months ended June 30, 2024, total professional, consulting and management fees decreased from the same prior year period by 39%, primarily due to the focus on reducing costs and reduced activity and headcount at LCE as a result of the initiation of the strategic review. Of the total, $556 is related to the Sales & trading segment ($902 in the same prior year period), $938 is related to the Mine properties segment ($1,468 in the same prior year period), $3,254 is related to the Corporate segment ($3,684 in the same prior year period), $1,931 is related to LCE ($4,846 in the same prior year period) and $307 is related to LPV ($463 in the same prior year period).

• Other general and administrative expenses in Q2 2024 decreased from Q2 2023 by 20%, which is primarily attributable to a focus on reducing costs as well as the reduced activity at LCE. The increase seen in the Mine properties segment is primarily due to an increase in provisions of $481 (Q2 2023 - $230). Of the total other general and administrative expenses in Q2 2024, $138 is related to the Sales & trading segment (Q2 2023 - $452), $787 is related to the Mine properties segment (Q2 2023 - $545), $599 is related to the Corporate segment (Q2 2023 - $880), $918 is related to LCE (Q2 2023 - $1,253) and $45 is related to LPV (Q2 2023 - $29). For the six months ended June 30, 2024, total other general and administrative expenses decreased from the same prior year period by 20%. Of the total, $315 is related to the Sales & trading segment ($625 in the same prior year period), $1,557 is related to the Mine properties segment ($973 in the same prior year period), $1,218 is related to the Corporate segment ($2,096 in the same prior year period), $1,777 is related to LCE ($2,685 in the same prior year period) and $90 is related to LPV ($51 in the same prior year period). In addition, $186 is related to activities for the titanium project ($278 in the same prior year period).

• Finance costs in Q2 2024 increased from Q2 2023 by 42%, which is primarily attributable to interest on the increased debt level in Q2 2024 as compared with Q2 2023. Total finance costs increased by 36% for the six months ended June 30, 2024 as a result of the increased debt level and higher interest rates.

 

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• Technology start-up costs in Q2 2024 decreased from Q2 2023 by 56% (decrease of 67% for the six months ended June 30, 2024). This is primarily attributable to a decrease in activities at LCE in 2024 as the installation of its battery project nears conclusion.

• Exploration and evaluation costs in Q2 2024 decreased from Q2 2023 by 3%. This was driven by near-mine deep drilling and geological model work at the Maracás Menchen Mine. Exploration and evaluation costs increased in the six months ended June 30, 2024 by 23% due to the same reasons, as well as diamond drilling at Campo Alegre de Lourdes to support the maintenance of the Company's mineral rights.

• Comprehensive loss for Q2 2024 decreased from comprehensive income in Q2 2023 by 829% primarily due an increase in net loss of 143%. For the six months ended June 30, 2024, comprehensive loss decreased from comprehensive income in the same prior year period by 727% primarily due to the increase in net loss, partially offset by a decrease in the unrealized gain to an unrealized loss on foreign currency translation of 247%. The unrealized loss on foreign currency translation in the six months ended June 30, 2024 is primarily due to a strengthening of the Brazilian Real against the U.S. Dollar by approximately 15% since December 31, 2023.

Non-recurring Items

• During Q2 2024, the Company recognized a net realizable value write-down of $7,029 for vanadium finished products (Q2 2023 - $683), a net realizable value write-down of $229 for ilmenite finished products (Q2 2023 - $nil) a net realizable value write-down of $342 for warehouse materials (Q2 2023 - $nil). The total inventory write-down of $7,600 (Q2 2023 - $683) is included in operating costs (note 20). For the six months ended June 30, 2024, the total inventory write-down is $11,680 ($683 in the same prior year period).

• During Q2 2024, the Company recognized a write down of vanadium assets of $329 (Q2 2023 - $225). For the six months ended June 30, 2024, the write-down is $215 ($225 in the same prior year period).

• During Q2 2024, the Company recognized a write down of mine properties, plant and equipment of $119 (Q2 2023 - $nil). For the six months ended June 30, 2024, the write-down is $119 ($nil in the same prior year period).

• During Q2 2024, the Company recognized an increase in provisions in other general and administrative expenses of $481 (Q2 2023 - $230). For the six months ended June 30, 2024, the increase is $972 ($349 in the same prior year period).

Cash Flows

• Cash used in operating activities of $6,124 in Q2 2024 is a decrease from cash provided by operating activities of $18,057 in Q2 2023. This is primarily due to a decrease in cash used before working capital items of $9,021 and a net decrease in working capital items of $15,160. For the six months ended June 30, 2024, cash provided by operating activities was $8,702, compared with cash provided by operating activities of $23,010 in the same prior year period. This movement is primarily attributable to a net change in working capital items of $10,131, which is largely driven by movements in amounts receivable and inventory and a decrease in cash provided before working capital items of $24,439.

• Cash used in operating activities continues to be impacted by expenditures at LCE, with a net loss of $2,223 in Q2 2024 (Q2 2023 - $5,267) and a net loss of $5,163 in the six months ended June 30, 2024 (the same prior year period - $11,892).

• Cash provided by financing activities in Q2 2024 increased from cash used in financing activities in Q2 2023 by $10,469. This movement was primarily due to an increase in the receipt of debt of $9,727. For the six months ended June 30, 2024, cash provided by financing activities decreased from cash provided by financing activities in the same prior year period by $16,211. The movement is primarily attributable to a decrease in the receipt of debt of $15,273, partially offset by an increase in interest paid of $1,168.

• Cash used in investing activities in Q2 2024 of $11,540 is a decrease of $2,743 from the $14,283 seen in Q2 2023. This movement was primarily driven by a decrease in the purchase of vanadium assets by LPV of $1,525 and a decrease in mine properties, plant and equipment expenditures of $1,114. For the six months ended June 30, 2024, the decrease from the same prior year period was $15,953. This is primarily driven by higher capital expenditures for the ilmenite project in the same prior year period and a decrease in the purchase of vanadium assets by LPV of $10,115. 

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 • The net change in cash in Q2 2024 was a decrease of $9,845, compared with an increase of $2,405 for Q2 2023. For the six months ended June 30, 2024, the net change in cash was a decrease of $6,903 (an increase of $9,509 in the same prior year period).

Net income reconciliation

			Q2 2024
Total V2O5 equivalent sold	000s lbs		4,058			A
	tonnes1		1,841
Produced V2O5 equivalent sold	000s lbs		3,776			B
	tonnes1		1,713
Revenues per pound sold2	$/lb	$	6.46			C
Cash operating costs per pound3	$/lb	$	6.45			D

1. Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.

2. Revenues per pound sold is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

3. Cash operating costs per pound is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

					Q2 2024
Revenues - vanadium				$	26,210			A x C 1,841 tonnes of V2O5 equivalent sold (Q22023 - 2,557 tonnes), with revenues perpound sold of $6.46 (Q2 2023 - $9.42)
Revenues - ilmenite					2,349			Note 19
Cash operating costs					(24,357	)		B x D Global recovery of 74.3% (Q2 2023 - 81.0%), impact of increased mining costs and lower grades
Other operating costs
Conversion costs (costs incurred in converting V2O5 to FeV recognized on sale of FeV)		(2,018	)					Note 20 512 tonnes of produced FeV sold
Product acquisition costs (costs incurred in purchasing products from 3rd parties recognized on sale of products)		(1,310	)					Note 20 128 tonnes of V2O5 equivalent of purchased products sold, compared with 289 tonnes in Q2 2023 with a cost of $3,753
Distribution costs		(1,724	)					Note 20
Depreciation		(5,396	)					Note 20
Other inventory write-down (expense) reversal		(912	)
Movement in legal provisions		(481	)					Included in "other general and administrative expenses"
Ilmenite costs		(1,042	)					Note 20
Iron ore costs		(402	)					Note 20
					(13,285	)

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					Q2 2024
Commercial & Corporate costs
Professional, consulting and management fees		(1,528	)
Other general and administrative expenses		(737	)					Note 16 (Sales & trading plus Corporate)
Share-based payments		(118	)
					(2,383	)
LCE					(2,205	)		Note 16 (excluding finance costs, foreign exchange and interest income)
LPV					(206	)		Note 16 (excluding finance costs, foreign exchange and interest income)
Titanium project					(186	)		Note 16 - "other"
Foreign exchange loss					(4,132	)
Finance costs					(2,805	)
Interest income					870
Write-down reversal of vanadium assets					(329	)
Exploration and evaluation costs					(1,256	)
Net loss before tax					(21,715	)
Income tax recovery (expense)					2,890
Deferred income tax recovery					4,342
Net loss				$	(14,483	)

Note references in the table above refer to the note disclosures contained in the Q2 2024 unaudited condensed interim consolidated financial statements.

Operations

• V₂O₅ equivalent production in Q2 2024 was 2% higher than the 2,639 tonnes produced in Q2 2023 and 56% higher than the 1,729 tonnes produced in Q1 2024. Production in April 2024 was 753 tonnes, with 1,012 tonnes produced in May and 924 tonnes produced in June, for a total of 2,689 tonnes of V₂O₅ equivalent produced. The ilmenite plant ramp up continued in Q2 2024 with production of 8,625 tonnes, 10% lower than the 9,563 tonnes produced in Q1 2024. Ilmenite production was 2,374 tonnes in April, 3,290 tonnes in May and 2,960 tonnes in June. The total production of 8,625 tonnes was below the Company's guidance for Q2 2024 of 18,000 to 21,000 tonnes of ilmenite concentrate.

• Production quantities and non-GAAP unit cost measures are summarized in the following table:

1. Conversion of tonnes to pounds, 1 tonne = 2,204.62 pounds or lbs.

2. Average benchmark price per lb of V₂O₅ in Europe for the stated period.

3. Cash operating costs excluding royalties per pound is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

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• The global recovery achieved in Q2 2024 was 74.3%, a decrease of 8.3% from the 81.0% achieved in Q2 2023 and 5.4% higher than the 70.5% achieved in Q1 2024. The global recovery in April 2024 was 70.2%, with 75.2% achieved in May and 76.4% achieved in June. The global recovery was impacted by lower magnetics and V₂O₅ grades in the processed ore.

• In accordance with the mine plan, the Company continued to mine and process disseminated ore during Q2 2024, with lower magnetic grades. This impacted the crushing and milling recoveries, and the higher silica content of this ore impacted the kiln recovery.

• Costs in June 2024 were 10% lower than forecast, primarily due to reduced labour costs and lower mining services costs, which was driven by a reduction in haulage distances. The Company expects to see the positive impact of these savings, and others, in its financial results beginning in Q3 2024.

• In Q2 2024, the Company produced 698 V₂O₅ equivalent tonnes of high purity products, including 583 tonnes of high purity V₂O₅ and 115 tonnes of high purity V₂O₃ (V₂O₅ equivalent). This represented 26% of the total quarterly production, but was 29% lower than the high purity production in Q2 2023.

• The total ore mined in Q2 2024 was 568,588 tonnes, 6% lower than Q1 2024 and 16% higher than the 489,892 tonnes mined in Q2 2023. The effective grade of ore mined in Q2 2024 was 0.69%, up from the 0.53% seen in Q1 2024 and down from the 0.84% seen in Q2 2023.

• Subsequent to Q2 2024, production in July 2024 was 1,002 tonnes of V₂O₅ equivalent (including 113 V₂O₅ equivalent tonnes of high purity products) and 4,058 tonnes of ilmenite concentrate.

Selected Quarterly Information

Summary financial information for the eight quarters ended June 30, 2024, in accordance with IFRS (in thousands of U.S. dollars, except for basic earnings (loss) per share and diluted earnings (loss) per share):

							Basic Loss per			Diluted Loss per							Non-current
Period		Revenue			Net Loss			Share			Share			Total Assets			Liabilities
Q2 2024	$	28,559		$	(14,483	)	$	(0.23	)	$	(0.23	)	$	337,040		$	77,383
Q1 2024		42,187			(13,006	)		(0.20	)		(0.20	)		360,929			78,845
Q4 2023		44,170			(13,301	)		(0.21	)		(0.21	)		381,621			83,367
Q3 2023		43,983			(11,884	)		(0.19	)		(0.19	)		372,246			63,264
Q2 2023		53,110			(5,966	)		(0.09	)		(0.09	)		393,319			54,582
Q1 2023		57,421			(1,207	)		(0.02	)		(0.02	)		382,444			62,168
Q4 2022		47,501			(15,636	)		(0.24	)		(0.24	)		355,750			42,223
Q3 2022		54,258			(2,601	)		(0.04	)		(0.04	)		347,569			6,187

For Q2 2024, the Company recorded a net loss of $14,483, compared with a net loss of $5,966 for Q2 2023. This movement was primarily attributable to a 46% decrease in revenues. The decrease in total assets in Q2 2024 is primarily due to a decrease in cash and the impact of foreign exchange movements.

The smaller net loss seen in Q1 2023 is primarily due to the highest average quarterly V₂O₅ price per pound as seen in the table on the previous page.

2024 Guidance

The Company has committed a significant proportion of its monthly production in 2024 to sales of its VPURE+^TM and VPURE^TM products, as well as FeV produced from VPURE^TM.

The Company's Maracás Menchen Mine continued operations during the six months ended June 30, 2024. Although there have been some challenges with production instability and ore availability, there continues to be no significant impact on the Company's production or on the shipment of products out of Maracás. To date, there continues to be no significant disruption to the Company's supply chain for its operations and the level of critical consumables continues to be at normal levels.

The Company continues to monitor ongoing geopolitical uncertainties the impact that these may have on the Company's operations, sales and guidance for 2024. Ongoing developments may significantly change the guidance and forecasts presented and will, if and when necessary, update its guidance accordingly. Refer to the Company's Annual Information Form for the year ended December 31, 2023 for the full discussion of the Company's Risks and Uncertainties. The Company's 2024 guidance is presented on a "business as usual" basis.

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		2024 Guidance
Annual V2O5 equivalent production	tonnes	9,000 - 11,000
Annual V2O5 equivalent sales1	tonnes	8,700 - 10,700
Cash operating costs excluding royalties per pound2	$/lb	4.50 - 5.50
Annual ilmenite concentrate production	tonnes	40,000 - 50,000
Annual ilmenite concentrate sales	tonnes	27,000 - 42,000
Vanadium distribution costs	$	6,000 - 8,000
Ilmenite concentrate distribution costs	$	2,000 - 4,000
Corporate and Sales & trading administrative costs3	$	7,500 - 8,500
LCE operational costs4	$	7,000 - 9,000
Capital expenditures - components
Sustaining capital expenditures (excluding capitalized stripping costs)	$	12,800 - 14,800
Capitalized stripping costs	$	14,600 - 16,600
Ilmenite concentration plant capital expenditure	$	1,000 - 2,000

Vanadium	Q3		Q4		2024
	Low	High	Low	High	Low	High
Production (tonnes V2O5)	2,550	3,050	2,350	2,850	9,000	11,000
Sales1 (tonnes V2O5)	2,100	2,600	2,200	2,700	8,700	10,700
Cash op. costs excl. royalties2 ($/lb)	4.50	5.50	4.50	5.50	4.50	5.50
Ilmenite	Q3		Q4		2024
Concentrate	Low	High	Low	High	Low	High
Production (tonnes)	10,000	15,000	12,000	17,000	40,000	50,000
Sales (tonnes)	5,000	15,000	10,000	15,000	27,000	42,000

1. Cash operating costs excluding royalties per pound is a non-GAAP ratio with no standard meaning under IFRS, and may not be comparable to similar financial measures disclosed by other issuers. Refer to the "Non-GAAP Measures" section of this MD&A.

2. Consists of the total of professional, consulting and management fees and other general and administrative expenses for the Corporate and Sales & Trading segments.

3. Consists of the total of professional, consulting and management fees, other general and administrative expenses and technology start-up costs for the LCE segment.

Operations

Maracás Menchen Mine

Recent Developments

Expenditures of $21,195 were capitalized to mine properties, plant and equipment during the six months ended June 30, 2024 (year ended December 31, 2023 - $53,428), including $8,276 of capitalized waste stripping costs (2023 - $24,404).

The production of 2,689 tonnes of V₂O₅ equivalent in Q2 2024 was 2% higher than the 2,639 tonnes of V₂O₅ equivalent produced in Q2 2023. In Q2 2024, 568,588 tonnes of ore were mined with an effective grade of 0.69% of V₂O₅. The ore mined in Q2 2024 was 16% higher than in Q2 2023. The Company produced 115,074 tonnes of concentrate with an effective grade of 2.95%.

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	Q2 2024	Q2 2023	YTD 2024	YTD 2023
Total Ore Mined (tonnes)	568,588	489,892	1,172,819	831,859
Ore Grade Mined - Effective Grade1 (%)	0.69	0.86	0.61	0.84
Total Mined - Dry Basis (tonnes)	3,216,930	3,671,842	6,460,422	7,195,498
Total Ore Milled (tonnes)	377,639	310,516	652,022	531,176
Effective Grade of Ore Milled (%)	0.94	1.09	0.89	1.09
Concentrate Produced (tonnes)	115,074	99,083	190,060	177,778
Grade of Concentrate (%)	2.95	3.34	2.93	3.18
Contained V2O5 (tonnes)	3,397	3,309	5,570	5,658
Crushing Recovery (%)	96.0	98.1	94.6	98.1
Milling Recovery (%)	96.1	97.6	96.4	97.9
Kiln Recovery (%)	87.8	90.9	86.8	91.2
Leaching Recovery (%)	96.4	99.9	97.3	99.7
Chemical Plant Recovery (%)	95.1	93.1	94.4	93.7
Global Recovery2 (%)	74.3	81.0	72.8	81.9
V2O5 Equivalent Produced (Flake + Powder) (tonnes)	2,689	2,639	4,418	4,750
High Purity V2O5 Equivalent Produced (tonnes)	698	983	1,545	2,024

1. Effective grade represents the percentage of magnetic material mined multiplied by the percentage of V₂O₅ in the magnetic concentrate.

2. Global recovery is the product of crushing recovery, milling recovery, kiln recovery, leaching recovery and chemical plant recovery.

Exploration Developments

During Q2 2024, the Company completed the exploration drilling campaign for 2024, with 6,252 metres of diamond drilling completed. The Company also collected 2,200 soil samples in three different concessions in order to satisfy the requirements of the Agência Nacional de Mineração ("ANM") to maintain them in good standing. Two diamond drillholes (439 metres) were completed in Gulçari A South ("GAS") to investigate the ore connection between GAS and the Campbell Pit.

The Campbell Pit geological model was updated in Q2 2024 and delivered to the mine planning team. This model will continue to be updated quarterly and will assist with mine planning activities. A new drill rig was purchased and is expected to start operating during Q3 2024. This drill rig will operate inside the mine to produce information for the Campbell Pit's short term geological model and to provide further detail to the mine planning team.

Exploration Outlook

The Company is working to deliver the final report on eight different claims to the ANM by the end of September 2024.

Largo Clean Energy

Recent Developments

LCE continued to make progress on the delivery of the Enel Green Power España ("EGPE") contract. The VCHARGE vanadium redox flow battery ("VRFB") deployment was validated to operate on test conditions according to EGPE specifications and LCE test procedures. Work on the replacement of the inverters and transformers began in July 2024 and the second phase of hot commissioning is expected to be completed in Q3 2024.

In Q2 2024, the Company continued with its review of strategic alternatives for LCE to evaluate opportunities to maximize its unique value proposition in the energy storage sector. As part of this process, the Company announced that it had signed a non-binding letter of intent with Stryten to establish a new venture, owned equally by each of the Parties, that would combine LCE with Stryten's VRFB business. The Parties will use reasonable efforts to negotiate toward the execution, subject to the Parties agreement in their sole discretion, of definitive transaction agreements. This proposed transaction remains subject to, among other conditions, negotiation of definitive agreements, completion of due diligence by both parties and receipt of any required Board and regulatory approvals. There can be no assurance that this proposed transaction will be completed, nor can there be any assurance, if this proposed transaction is completed, that the potential benefits of this proposed transaction will be realized. Discussions and evaluations of potential structures are continuing.

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Campo Alegre de Lourdes

Recent Developments

The Company decided to postpone the planned 3,000 metres of exploration drilling from 2024 to 2025. Efforts will focus on the central area where the best magnetic intercepts were detected during the 2023 drilling campaign.

A geometallurgical program is being performed using the samples collected from the drilling campaign in the central area.

Financial Instruments

Financial assets and financial liabilities at June 30, 2024 and December 31, 2023 were as follows:

		June 30,			December 31,
		2024			2023
Cash	$	35,811		$	42,714
Restricted cash		712			712
Trade and other receivables		11,534			19,108
Accounts payable and accrued liabilities (including non-current)		28,842			32,163
Debt		84,727			75,000

The Company's risk exposures and the impact on the Company's financial instruments are summarized in note 18. There have been no changes in the risks, objectives, policies and procedures from the previous year.

Liquidity and Capital Resources

The Company's continuance as a going concern is dependent on its ability to maintain profitable levels of operations.

At December 31, 2023, the benchmark price per lb of V₂O₅ was between $5.75 and $7.30. This decreased to a range of between $5.50 and $6.50 at June 30, 2024, with an average of approximately $5.93 for Q2 2024, compared with approximately $6.44 for Q1 2024 and $8.46 for Q2 2023.

The average European benchmark price per lb of V₂O₅ was approximately $6.00 and the average European benchmark price per kg of FeV was approximately $26.53 for July 2024. At the date of the MD&A, the market price of V₂O₅ was in a range of $5.40 to $6.05 per lb and the market price of FeV was in a range of $25.60 to $26.15 per kg.

The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategy, vanadium prices, economic conditions and associated risks. To maintain or adjust its capital structure, the Company may adjust capital expenditures, issue new common shares or take on new debt. At June 30, 2024, the Company's debt balance was $84,727.

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 10%, which has a significant impact on the Company's forecasts. The Company has implemented changes to address underlying operating issues and has recently 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 at current vanadium prices. Based on the information currently available and prevailing market conditions, these measures are expected to result in the Company's Maracás Menchen Mine continuing to operate at normal levels. 

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The Company has recently secured two short-term working capital debt facilities for up to $8,000 and $2,000 (note 10) and two inventory financing facilities for up to $10,000 each (note 10) and continues to actively pursue additional financing options to increase its liquidity and capital resources. In addition, the Company is committed to finalizing a proposed transaction with Stryten Energy LLC for the Company's clean energy business (note 6). There can be no assurance that the Company will be successful in achieving additional funding on terms acceptable to the Company, or at all, or be able to successfully implement strategic alternatives.

If the Company does not achieve expected vanadium and ilmenite sales volumes and prices or does not continue to operate at expected levels, the Company may have to implement alternative plans to ensure that it will have sufficient liquidity for the twelve-month period ending June 30, 2025 from continuing operations. These alternatives may impact future operating and financial performance.

Credit facilities

In October 2022, the Company secured an additional 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 are 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. 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.

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 of 12 months for the receipt of funds and a further four months for the repayment of amounts received, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 100 days. Amounts repaid will 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 of 15 months, the Company will use its vanadium finished products inventory to secure drawdowns of up to $10,000 for a maximum period of 90 days. Amounts repaid will include a commission fee of 1%, interest costs and other direct costs. The Company began drawing down on this facility in July 2024.

Capital resources

At June 30, 2024, the Company had an accumulated deficit of $103,977 since inception (December 31, 2023 - $77,643) and had a net working capital surplus of $59,877 (December 31, 2023 - $94,668) (defined as current assets less current liabilities). At June 30, 2024, the total amount due within 12 months on the Company's debt was $13,477 (December 31, 2023 - $nil). 

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The following table details the Company's expected remaining contractual cash flow requirements at June 30, 2024 for its liabilities and commitments with agreed repayment periods. The amounts presented are based on the undiscounted cash flows and therefore, may not equate to the carrying amounts on the consolidated statement of financial position.

		Less than			6 months
		6 months			to 1 year			1 to 3 years			Over 3 years
Accounts payable and accrued liabilities	$	28,212		$	-		$	630		$	-
Debt		9,727			3,750			71,250			-
Operating and purchase commitments		7,065			891			52			12
	$	45,004		$	4,641		$	71,932		$	12

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. The Company's principal sources of liquidity are its cash flow from operating activities and cash of $35,811 (December 31, 2023 - $42,714). Refer to note 17 for other commitments and contingencies. As a consequence of vanadium price fluctuations in recent years, a risk may exist that the Company will not have sufficient liquidity to meet its obligations as they come due.

Outstanding Share Data 

(Exercise prices presented in this section are in Canadian dollars and not in thousands).

At June 30, 2024, there were 64,111 common shares of the Company outstanding. At the date of this MD&A, there were 64,111 common shares of the Company outstanding.

At June 30, 2024, under the share compensation plan of the Company, 121 RSUs were outstanding and 750 stock options were outstanding with exercise prices ranging from C$5.71 to C$19.52 and expiry dates ranging between March 24, 2025 and May 18, 2028. If exercised, the Company would receive proceeds of C$7,013. The weighted average exercise price of the stock options outstanding is C$9.34.

As of the date of this MD&A, 119 RSUs and 1,810 stock options were outstanding with stock option exercise prices ranging from C$5.71 to C$19.52 and expiry dates ranging between March 24, 2025 and May 18, 2028.

At June 30, 2024, 328 common share purchase warrants were outstanding with an exercise price of C$13.00 and expiring on December 8, 2025. If these warrants were exercised, the Company would receive proceeds of C$4,264.

As of the date of this MD&A, 328 common share purchase warrants were outstanding with an exercise price of C$13.00 and expiring on December 8, 2025.

Transactions with Related Parties

The Q2 2024 unaudited condensed interim consolidated financial statements include the financial statements of the Company and its subsidiaries. There have been no changes in the Company's ownership interests in its subsidiaries since December 31, 2023. The Company had transactions with related parties during Q2 2024. Refer to note 15.

Additional information regarding the compensation of officers and directors of the Company is disclosed in the Company's management information circular, which is available under the Company's profile at www.sedarplus.ca and www.sec.gov.

Commitments and Contingencies

At June 30, 2024, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $1,687 and all payable within one year. These contracts also require that additional payments of up to approximately $2,391 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. 

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In 2021, the Company signed a 10-year exclusive off-take agreement with a third party for the purchase of all standard and high purity grade vanadium products they produce. The first delivery occurred in December 2023 and the Company is committed to the purchase of 360 tonnes of V₂O₅ in 2024, with the Company having a right of first refusal over additional amounts.

LCE 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 September 30, 2024 and May 1, 2027. Minimum rental commitments remaining under the leases are approximately $158, including $94 due within one year.

At the Company's Maracás Menchen Mine and at LCE, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered at June 30, 2024 of $6,174.

The Company, through its subsidiaries, is party to legal proceedings in the ordinary course of its operations related to legally binding agreements with various third parties under supply contracts and consulting agreements. During the year ended December 31, 2022, the Company received a ruling regarding one such proceeding in Brazil. This relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The ruling requires the Company to pay amounts due, plus interest and legal fees. At March 31, 2024, the Company recognized a provision of R$32,763 ($5,894) in the current portion of provisions (December 31, 2023 - $6,012). The Company is awaiting a further ruling from a higher court in Brazil regarding interest and other payment terms. At June 30, 2024, the Company recognized a total provision of $6,327 for legal proceedings (December 31, 2023 - $6,447), including a provision of $433 (December 31, 2023 - $435) for labour matters.

The outcome of these proceedings remains dependent on the final judgment. Management does not expect the outcome of any of the remaining proceedings to have a materially adverse effect on the results of the Company's financial position or results of operations.

Disclosure Controls and Procedures and Internal Controls Over Financial Reporting

Disclosure Controls and Procedures

The Company's disclosure controls and procedures ("DC&P") are designed to provide reasonable assurance that all relevant information is communicated to management to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the Company's DC&P, as defined under the rules of the Canadian Securities Administration, was conducted at December 31, 2023 under the supervision of the Chief Executive Officer ("CEO") and the Chief Financial Officer ("CFO") and with the participation of management. Based on the results of that evaluation, the CEO and CFO concluded that the Company's DC&P were effective as at December 31, 2023 providing reasonable assurance that the information required to be disclosed in the Company's annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported in accordance with securities legislation.

Since the December 31, 2023 evaluation, there have been no material changes to the Company's DC&P.

Internal Control over Financial Reporting

Internal control over financial reporting ("ICFR") is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS. ICFR should include those policies and procedures that establish the following:

• maintenance of records in reasonable detail, that accurately and fairly reflect the transactions and dispositions of assets;

• reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with applicable IFRS;

• receipts and expenditures are only being made in accordance with authorizations of management or the board of directors; and 

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• reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial instruments.

The Company's management, under supervision of the CEO and CFO, assessed the effectiveness of the Company's ICFR based on the criteria established in Internal Control - Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission and concluded that at December 31, 2023, the Company's ICFR was effective.

Limitations of Disclosure Controls and Procedures and Internal Control over Financial Reporting

The Company's management, including the CEO and CFO, believe that due to inherent limitations, any DC&P or ICFR, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that any design will not succeed in achieving its stated goals under all potential future conditions. Accordingly, because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Additionally, management is required to use judgment in evaluating DC&P and ICFR.

Significant Accounting Judgments, Estimates and Assumptions

The preparation of the unaudited condensed interim consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Actual outcomes could differ from these estimates. These unaudited condensed interim consolidated financial statements include estimates, which, by their nature, are uncertain. The impacts of such estimates are pervasive throughout the unaudited condensed interim consolidated financial statements and may require accounting adjustments based on future occurrences. Revisions to accounting estimates are recognized in the period in which the estimate is revised, and the revision affects both current and future periods.

Significant areas requiring the use of estimates and assumptions relate to the determination of mineral reserve estimates and the impact on stripping costs, useful lives of mine properties, plant and equipment, impairment analysis of non-financial assets, estimates of the timing of outlays for asset retirement obligations and the determination of functional currencies. Other significant areas include the assessment of the existence of any material uncertainties that cast significant doubt about the Company's ability to continue as a going concern, the valuation of mine properties, plant and equipment properties, the assessment of whether any assets met the criteria to be classified as held for sale, estimates of provisions for environmental rehabilitation, current and deferred taxes and contingencies. Refer to note 3(d) of the annual consolidated financial statements for the year ended December 31, 2023 for a detailed description of these areas of significant judgment, estimates and assumptions. Actual results could differ from those estimates.

Changes in Accounting Policies

The basis of presentation, and accounting policies and methods of their application in the Q2 2024 unaudited condensed interim consolidated financial statements are consistent with those used in the Company's annual consolidated financial statements for the year ended December 31, 2023, except for any changes as disclosed in note 3.

Non-GAAP¹ Measures

The Company uses certain non-GAAP measures in its MD&A, which are described in the following section. Non- GAAP financial measures and non-GAAP ratios are not standardized financial measures under IFRS, the Company's GAAP, and might not be comparable to similar financial measures disclosed by other issuers. These measures are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. Management believes that non-IFRS financial measures, when supplementing measures determined in accordance with IFRS, provide investors with an improved ability to evaluate the underlying performance of the Company.

_____________________________________________________
¹ GAAP - Generally Accepted Accounting Principles.

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Revenues Per Pound

The Company's MD&A refers to revenues per pound sold, V₂O₅ revenues per pound of V₂O₅ sold, V₂O₃ revenues per pound of V₂O₃ sold and FeV revenues per kg of FeV sold, which are non-GAAP financial measures that are used to provide investors with information about a key measure used by management to monitor performance of the Company.

These measures, along with cash operating costs, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of revenues per pound sold, V₂O₅ revenues per pound of V₂O₅ sold, V₂O₃ revenues per pound of V₂O₃ sold and FeV revenues per kg of FeV sold to revenues and the revenue information presented in note 19 as per the Q2 2024 unaudited condensed interim consolidated financial statements.

		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2024			2023			2024			2023
Revenues - V2O5 produced1	$	12,733		$	30,558		$	34,291		$	65,084
V2O5 sold - produced (000s lb)		2,024			3,083			5,137			6,881
V2O5 revenues per pound of V2O5 sold - produced ($/lb)	$	6.29		$	9.91		$	6.68		$	9.46
Revenues - V2O5 purchased1	$	-		$	2,937		$	988		$	5,465
V2O5 sold - purchased (000s lb)		-			396			176			705
V2O5 revenues per pound of V2O5 sold - purchased ($/lb)	$	-		$	7.42		$	5.61		$	7.75
Revenues - V2O51	$	12,733		$	33,495		$	35,279		$	70,549
V2O5 sold (000s lb)		2,024			3,479			5,313			7,586
V2O5 revenues per pound of V2O5 sold ($/lb)	$	6.29		$	9.63		$	6.64		$	9.30
Revenues - V2O3 produced1	$	735		$	2,358		$	6,938		$	3,841
V2O3 sold - produced (000s lb)		82			177			750			311
V2O3 revenues per pound of V2O3 sold - produced ($/lb)	$	8.96		$	13.32		$	9.25		$	12.35
Revenues - V2O3 purchased1	$	-		$	-		$	-		$	1,155
V2O3 sold - purchased (000s lb)		-			-			-			88
V2O3 revenues per pound of V2O3 sold - purchased ($/lb)	$	-		$	-		$	-		$	13.13
Revenues - V2O31	$	735		$	2,358		$	6,938		$	4,996
V2O3 sold (000s lb)		82			177			750			399
V2O3 revenues per pound of V2O3 sold ($/lb)	$	8.96		$	13.32		$	9.25		$	12.52

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		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2024			2023			2024			2023
Revenues - FeV produced1	$	10,910		$	17,230		$	23,159		$	34,658
FeV sold - produced (000s kg)		512			579			1,081			1,147
FeV revenues per kg of FeV sold - produced ($/kg)	$	21.31		$	29.76		$	21.42		$	30.22
Revenues - FeV purchased1	$	1,832		$	27		$	2,952		$	328
FeV sold - purchased (000s kg)		87			1			138			11
FeV revenues per kg of FeV sold - purchased ($/kg)	$	21.06		$	27.00		$	21.39		$	29.82
Revenues - FeV1	$	12,742		$	17,256		$	26,111		$	34,986
FeV sold (000s kg)		599			580			1,219			1,158
FeV revenues per kg of FeV sold ($/kg)	$	21.27		$	29.75		$	21.42		$	30.21
Revenues1	$	26,210		$	53,110		$	68,328		$	110,531
V2O5 equivalent sold (000s lb)		4,058			5,637			10,154			11,918
Revenues per pound sold ($/lb)	$	6.46		$	9.42		$	6.73		$	9.27

1. As per note 19.

Cash Operating Costs and Cash Operating Costs Excluding Royalties

The Company's MD&A refers to cash operating costs per pound and cash operating costs excluding royalties per pound, which are non-GAAP ratios based on cash operating costs and cash operating costs excluding royalties, which are non-GAAP financial measures, in order to provide investors with information about a key measure used by management to monitor performance. This information is used to assess how well the Maracás Menchen Mine is performing compared to its plan and prior periods, and to also to assess its overall effectiveness and efficiency.

Cash operating costs includes mine site operating costs such as mining costs, plant and maintenance costs, sustainability costs, mine and plant administration costs, royalties and sales, general and administrative costs (all for the Mine properties segment), but excludes depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation, capital expenditures and exploration and evaluation costs. Operating costs not attributable to the Mine properties segment are also excluded, including conversion costs, product acquisition costs, distribution costs and inventory write-downs.

Cash operating costs excluding royalties is calculated as cash operating costs less royalties.

Cash operating costs per pound and cash operating costs excluding royalties per pound are obtained by dividing cash operating costs and cash operating costs excluding royalties, respectively, by the pounds of vanadium equivalent sold that were produced by the Maracás Menchen Mine.

Cash operating costs, cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound, along with revenues, are considered to be key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine. These measures differ from measures determined in accordance with IFRS, and are not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of cash operating costs and cash operating costs excluding royalties, cash operating costs per pound and cash operating costs excluding royalties per pound for the Maracás Menchen Mine to operating costs as per the Q2 2024 unaudited condensed interim consolidated financial statements. 

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		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2024			2023			2024			2023
Operating costs1	$	36,379		$	43,029		$	86,086		$	88,960
Professional, consulting and management fees2		476			624			938			1,468
Other general and administrative expenses3		306			315			585			624
Less: ilmenite costs1		(1,042	)		-			(1,089	)		-
Less: iron ore costs1		(402	)		(220	)		(402	)		(493	)
Less: conversion costs1		(2,018	)		(2,220	)		(4,041	)		(4,138	)
Less: product acquisition costs1		(1,310	)		(3,753	)		(3,360	)		(7,931	)
Less: distribution costs1		(1,724	)		(2,525	)		(3,542	)		(3,972	)
Less: inventory write-down4		(912	)		(683	)		(466	)		(683	)
Less: depreciation and amortization expense1		(5,396	)		(6,202	)		(13,473	)		(13,453	)
Cash operating costs		24,357			28,365			61,236			60,382
Less: royalties1		(1,814	)		(2,450	)		(3,487	)		(4,895	)
Cash operating costs excluding royalties		22,543			25,915			57,749			55,487
Produced V2O5 sold (000s lb)		3,776			5,000			9,529			10,741
Cash operating costs per pound ($/lb)	$	6.45		$	5.67		$	6.43		$	5.62
Cash operating costs excluding royalties per pound ($/lb)	$	5.97		$	5.18		$	6.06		$	5.17

1. As per note 20.

2. As per the Mine properties segment in note 16.

3. As per the Mine properties segment in note 16 less the increase in legal provisions of $972 (for the six months ended June 30, 2024) as noted in the "other general and administrative expenses" section on page 6 of this MD&A.

4. As per note 5 for ilmenite finished products and warehouse supplies, and including a write-down of vanadium purchased products of $341 and $nil for the three and six months ended June 30, 2024 ($nil and $nil in the same prior year periods).

EBITDA and Adjusted EBITDA

The Company's MD&A refers to earnings before interest, tax, depreciation and amortization, or "EBITDA", and adjusted EBITDA, which are non-GAAP financial measures, in order to provide investors with information about key measures used by management to monitor performance. EBITDA is used as an indicator of the Company's ability to generate liquidity by producing operating cash flow to fund working capital needs, service debt obligations, and fund capital expenditures.

Adjusted EBITDA removes the effect of inventory write-downs, impairment charges (including write-downs of vanadium assets), insurance proceeds received, movements in legal provisions, non-recurring employee settlements and other expense adjustments that are considered to be non-recurring for the Company. The Company believes that by excluding these amounts, which are not indicative of the performance of the core business and do not necessarily reflect the underlying operating results for the periods presented, it will assist analysts, investors and other stakeholders of the Company in better understanding the Company's ability to generate liquidity from its core business activities.

EBITDA and adjusted EBITDA are intended to provide additional information to analysts, investors and other stakeholders of the Company and do not have any standardized definition under IFRS. These measures should not be considered in isolation or as a substitute for measures of performance prepared in accordance with IFRS. These measures exclude the impact of depreciation, costs of financing activities and taxes, and the effects of changes in operating working capital balances, and therefore are not necessarily indicative of operating profit or cash flow from operating activities as determined under IFRS. Other companies may calculate EBITDA and adjusted EBITDA differently.

The following table provides a reconciliation of EBITDA and adjusted EBITDA to net income (loss) as per the Q2 2024 unaudited condensed interim consolidated financial statements. 

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		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2024			2023			2024			2023
Net loss	$	(14,483	)	$	(5,966	)	$	(27,489	)	$	(7,173	)
Foreign exchange loss		4,132			817			5,043			400
Share-based payments		118			413			408			(929	)
Finance costs		2,805			1,756			4,617			3,182
Interest income		(870	)		(480	)		(1,176	)		(1,192	)
Income tax (recovery) expense		(2,890	)		(295	)		(2,868	)		38
Deferred income tax (recovery) expense		(4,342	)		1,614			(9,671	)		3,203
Depreciation1		6,168			7,005			14,892			15,049
EBITDA	$	(9,362	)	$	4,864		$	(16,244	)	$	12,578
Inventory write-down2		7,600			683			11,680			683
Write-down of vanadium assets		329			225			215			225
Write-down of mine properties, plant and
equipment3		119			-			119			-
Movement in legal provisions4		481			230			972			349
Adjusted EBITDA	$	(833	)	$	6,002		$	(3,258	)	$	13,835

1. As per the consolidated statements of cash flows.

2. As per note 5.

3. As per note 6.

4. As per the "non-recurring items" section on page 7 of this MD&A.

Risks and Uncertainties

The Company is subject to various business, financial and operational risks that could materially adversely affect the Company's future business, operations and financial condition. These risks could cause such future business, operations and financial condition to differ materially from the forward-looking statements and information contained in this MD&A and as described in the Cautionary Statement Regarding Forward-Looking Information found in this MD&A.

The Company's business activities expose it to significant risks due to the nature of mining, development and exploration activities, as well as due to the nature of its VRFB business. The ability to manage these risks is a key component of the Company's business strategy. Management is forward looking in its assessment of risks. Identification of key risks occurs in the course of business activities, pursuing approved strategies and as part of the execution of risk oversight responsibilities at the management and Board of Directors' level.

For a full discussion of the Company's Risks and Uncertainties, please refer to the Annual Information Form for the year ended December 31, 2023, which is filed on www.sedarplus.ca and www.sec.gov.

Cautionary Statement Regarding Forward-Looking Information

The information presented in this MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws concerning the Company's projects, capital, anticipated financial performance, business prospects and strategies and other general matters. Forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All information contained in this MD&A, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the Annual Information Form of the Company and in its public documents filed on www.sedarplus.ca and available on www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. 

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Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

Trademarks are owned by Largo Inc.

Forward-looking information in this MD&A includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; costs of future activities and operations; the extent of capital and operating expenditures; the timing and cost related to the commissioning and ramp-up of the ilmenite plant, eventual production from the ilmenite plant, the ability to sell ilmenite, V²O⁵ or other vanadium commodities on a profitable basis; the ability to produce V²O⁵ or V²O³ according to customer specifications, provisional acceptance of the VRFB technology, the commissioning of the EGPE project in 2024, the continuing and increasing demand in particular sectors and markets for vanadium products, the impact of plant upgrades on operating costs and production stability, the ability of drilling campaigns to improve mine planning and the results of the re-assay program on measured and indicated resource estimates. Forward-looking information in this MD&A also includes, but is not limited to, statements with respect to the Company's ability to build, finance and operate a profitable VRFB business, the projected timing and cost of the completion of the EGPE project; increase in demand in the energy storage market; the commissioning and ramp-up of the ilmenite plant; the Company's ability to protect and develop its technology, the Company's ability to maintain its intellectual property, the Company's ability to market, sell and fulfill orders for its VCHARGE battery system on specification and at a competitive price, the Company's ability to secure the required resources to build its VCHARGE battery, the adoption of VFRB technology generally in the market and the success of LPV's strategic initiatives.

The following are some of the assumptions upon which forward-looking information is based: that general business and economic conditions will not change in a material adverse manner; demand for, and stable or improving price of V²O⁵, other vanadium commodities, ilmenite and titanium dioxide pigment; receipt of regulatory and governmental approvals, permits and renewals in a timely manner; that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company's operations at the Maracás Menchen Mine or relating to LCE, specifically in respect of the installation of the EGPE project; the availability of financing for operations and development; the ability of the Company to meet repayment obligations of existing debt facilities on the current schedule; the ability to mitigate the impact of heavy rainfall; the reliability of production, including, without limitation, access to massive ore, the ability to mitigate the impact of heavy rainfall and the accuracy of the Company's short to mid- term mine plan; the Company's ability to procure equipment and operating supplies in sufficient quantities and on a timely basis; that the estimates of the resources and reserves at the Maracás Menchen Mine are within reasonable bounds of accuracy (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based); the competitiveness of the Company's VRFB technology; the ability to obtain funding through government grants and awards for the green energy sector, the accuracy of cost estimates and assumptions for future variations of the VCHARGE battery system design; that the Company's current plans for ilmenite, titanium dioxide pigment and VRFBs can be achieved; the Company's "two-pillar" business strategy will be successful; the Company's sales and trading arrangements will not be affected by the evolving sanctions against Russia; the Company's ability to attract and retain skilled personnel and directors; and the ability of management to execute strategic goals.

Actual results could differ materially from those anticipated in this forward-looking information as a result of the risks and uncertainties including, without limitation: volatility in prices of, and demand for, V²O⁵, ilmenite, titanium dioxide and other vanadium commodities; risks inherent in mineral exploration and development; uncertainties associated with estimating mineral resources; uncertainties related to title to the Company's mineral projects; the risks inherent with the introduction and reliance on recently developed VRFB technology; revocation of government approvals; tightening of the credit markets, global economic uncertainty and counterparty risk; failure of plant, equipment or processes to operate as anticipated; unexpected operational events and delays; competition for, among other things, capital and skilled personnel; geological, technical and drilling problems; fluctuations in foreign exchange or interest rates and stock market volatility; rising costs of labour and equipment; risks associated with political and/or economic instability in Brazil, including, without limitation, negative views of the mining industry; compliance with applicable sanctions regimes; inherent uncertainties involved in the legal dispute resolution process, including in foreign jurisdictions; changes in income tax and other laws of foreign jurisdictions; and other factors discussed under "Risk Factors" in the Company's Annual Information Form for the year ended December 31, 2023 which is filed on www.sedarplus.ca and www.sec.gov, and any additional risks as included in "Risks and Uncertainties" above. Assumptions relating to the potential mineralization of the Maracás Menchen Mine are discussed in the Technical Report of the Maracás Menchen Mine, which is filed on www.sedarplus.ca and www.sec.gov. Statements relating to mineral resources are also forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. There is no certainty that it will be commercially viable to produce any portion of the mineral resources.  

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The forward-looking information is presented in this MD&A for the purpose of assisting investors in understanding the Company's plans, objectives and expectations in making an investment decision and may not be appropriate for other purposes. This forward-looking information is expressly qualified in its entirety by this cautionary statement. Forward-looking information contained in this MD&A or documents incorporated herein by reference are made as of the date hereof or the date of the document incorporated herein by reference, as applicable, and are accordingly subject to change after such date. The Company disclaims any obligation to update any such forward-looking information to reflect events or circumstances after the date of such information, or to reflect the occurrence of anticipated or unanticipated events, except as required by law.

Certain terms appearing in the following table are defined previously in this MD&A. This table contains the material forward-looking statements made by the Company in this MD&A, the assumptions made by the Company in making those statements and the risk factors associated with those assumptions.

Forward-looking	Assumptions	Risk Factors
Statements
The Q2 2024 unaudited condensed interim consolidated financial statements were prepared on a going concern basis. The going concern basis assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business.	The Company has assumed that it will be able to continue in operation for the foreseeable future and will be able to discharge its liabilities and commitments in the normal course of business, as it anticipates that it will address working capital and other shortfalls through positive cash flow from operations.	The Company's continuance as a going concern is dependent on its ability to maintain profitable levels of operations. The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategy, vanadium prices, economic conditions and associated risks. To maintain or adjust its capital structure, the Company may adjust capital expenditures, issue new common shares or take on new debt. At the date of this MD&A, the Company's debt balance was $84,727. Refer to note 10.

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Forward-looking	Assumptions	Risk Factors
Statements
Production volumes are expected to achieve the nameplate capacity of 1,100 tonnes per month during 2024. 2024 Production Guidance: 9,000 - 11,000 tonnes	The Company assumes that consistent production levels will achieve at least a level of 1,000 tonnes per month in 2024 during normal operation.	The Company prepares future production estimates with respect to existing operations. Actual production and costs may vary from the estimates for a variety of reasons such as estimates of grade, tonnage, dilution and metallurgical and other characteristics of the ore varying from the actual ore mined, revisions to mine plans, risks and hazards associated with mining, adverse weather conditions, unexpected labour shortages or strikes, equipment or design failures and other interruptions in production. Production costs may also be affected by increased mining costs, variations in predicted grades of the deposits, increases in level of ore impurities, labour costs, raw material costs, inflation and fluctuations in currency exchange rates. Failure to achieve production targets or cost estimates could have a material adverse impact on the Company's sales, profitability, cash flow and overall financial performance. In the event that the Company obtains debt financing, repayment terms associated with such financing will likely be based, among other things, on production schedule estimates. Any failure to meet such timelines or to produce amounts forecasted may constitute defaults under such debt financing, which could result in the Company having to repay loans.

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Forward-looking	Assumptions	Risk Factors
Statements
2024 Costs Guidance: Cash operating costs excluding royalties per pound $4.50 - $5.50	The Company assumes that its current estimation of future operating costs is accurate, as it is largely based on the current cost profile of operations at the Maracás Menchen Mine.	Capital and operating cost estimates made by management with respect to future projects, or current operations in the early stages of production are estimates which are in turn based, among other things, on interpretation of geological data, feasibility studies, anticipated climactic conditions and other information. Any or all of the above could affect the accuracy of the estimates including unanticipated changes in grade and tonnage to be mined and processed; incorrect data on which engineering assumptions are made; unanticipated transportation costs; accuracy of equipment and construction cost estimates; difficulty or failure to meet scheduled construction completion dates, facility or equipment commissioning dates, or metal production dates; poor or unsatisfactory construction quality resulting in failure to meet completion, commissioning or production dates; increased expenditures required as a failure to meet completion, commissioning or production dates; capital overrun related to the completion of any construction phase including capital overrun associated with demobilization of construction workers and contractors; labour negotiations; unanticipated costs relating to the commencement of operations, ramp up and production sustainment; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas or exportation of the Company's products; and change in commodity input costs and quantities).

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Forward-looking	Assumptions	Risk Factors
Statements
Sustaining capital expenditures of approximately $12,800 to $14,800 are estimated in 2024 to sustain the operational capacity to achieve the stated production guidance (excluding capitalized waste stripping costs).	Management assumes that its current estimation of capital expenditures is accurate, as based on operational estimates produced and current experience with operations.	Capital and operating costs estimates made by management with respect to future projects, or current operations in production, or not yet in the production phase are estimates which are in turn based, among other things, on interpretation of geological data, feasibility studies, anticipated climactic conditions and other information. Any or all of these can affect the accuracy of the estimates including unanticipated changes in grade and tonnage to be mined and processed; incorrect data on which engineering assumptions are made; unanticipated transportation costs; accuracy of equipment and construction cost estimates; difficulty or failure to meet scheduled construction completion dates, facility or equipment commissioning dates, or metal production dates; poor or unsatisfactory construction quality resulting in failure to meet completion, commissioning or production dates; increased expenditures required as a failure to meet completion, commissioning or production dates; capital overrun related to the completion of any construction phase including capital overrun associated with demobilization of construction workers and contractors; labour negotiations; unanticipated costs relating to the commencement of operations, ramp up and production sustainment; changes in government regulation (including regulations regarding prices, cost of consumables, royalties, duties, taxes, permitting and restrictions on production quotas or exportation of the Company's products; and change in commodity input costs and quantities).

Forward-looking statements and forward looking information are based on the opinions and estimates of management as of the date such statements are made, and they are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements or forward looking information, including, but not limited to, unexpected events during operations; variations in ore grade; risks inherent in the mining industry; delay or failure to receive board approvals; timing and availability of external financing on acceptable terms; risks relating to international operations; actual results of exploration activities; conclusions of economic valuations; changes in project parameters as plans continue to be refined; fluctuating metal prices and currency exchange rates.

Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements or forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements and forward-looking information. The Company does not undertake to update any forward-looking statements or forward-looking information that are incorporated by reference herein, except in accordance with applicable securities laws.

Investors are advised that NI 43-101 requires that each category of mineral reserves and mineral resources be reported separately. Mineral resources that are not mineral reserves do not have demonstrated economic viability.

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A Note for US Investors Regarding Estimates of Measured, Indicated and Inferred Mineral Resources and Proven and Probable Mineral Reserves

This MD&A uses the terms "Mineral Reserve", "Proven Mineral Reserve", "Probable Mineral Reserve", "Mineral Resource", "Measured Mineral Resource", "Indicated Mineral Resource" and "Inferred Mineral Resource", which are Canadian mining terms as defined in and required to be disclosed in accordance with NI 43-101, which references the guidelines set out in the Canadian Institute of Mining, Metallurgy and Petroleum (the "CIM") - CIM Definition Standards on Mineral Resources and Mineral Reserves ("CIM Standards"), adopted by the CIM Council, as amended. Until recently, the CIM Standards differed significantly from standards in the United States. The U.S. Securities and Exchange Commission (the "SEC") adopted amendments to its disclosure rules to modernize the mineral property disclosure requirements for issuers whose securities are registered with the SEC under the Exchange Act. These amendments became effective February 25, 2019 (the "SEC Modernization Rules") with compliance required for the first fiscal year beginning on or after January 1, 2021. The SEC Modernization Rules replace the historical disclosure requirements for mining registrants that were included in SEC Industry Guide. As a result of the adoption of the SEC Modernization Rules, the SEC now recognizes estimates of "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources". In addition, the SEC has amended its definitions of "Proven Mineral Reserves" and "Probable Mineral Reserves" to be "substantially similar" to the corresponding definitions under the CIM Standards, as required under NI 43-101.

United States investors are cautioned that while the above terms are "substantially similar" to the corresponding CIM Definition Standards, there are differences in the definitions under the SEC Modernization Rules and the CIM Standards. Accordingly, there is no assurance any Mineral Reserves or Mineral Resources that the Company may report as "Proven Mineral Reserves", "Probable Mineral Reserves", "Measured Mineral Resources", "Indicated Mineral Resources" and "Inferred Mineral Resources" under NI 43-101 would be the same had the Company prepared the reserve or resource estimates under the standards adopted under the SEC Modernization Rules.

United States investors are also cautioned that while the SEC now recognizes "Indicated Mineral Resources" and "Inferred Mineral Resources", investors should not assume that any part or all of the mineralization in these categories will ever be converted into a higher category of Mineral Resources or into Mineral Reserves. Mineralization described using these terms has a greater amount of uncertainty as to their existence and feasibility than mineralization that has been characterized as reserves. Accordingly, investors are cautioned not to assume that any "Indicated Mineral Resources" or "Inferred Mineral Resources" that the Company reports are or will be economically or legally mineable. Further, "Inferred Mineral Resources" have a greater amount of uncertainty as to their existence and as to whether they can be mined legally or economically. Therefore, United States investors are also cautioned not to assume that all or any part of the "Inferred Mineral Resources" exist. In accordance with Canadian securities laws, estimates of "Inferred Mineral Resources" cannot form the basis of feasibility or other economic studies, except in limited circumstances where permitted under NI 43-101.

Accordingly, information contained in this MD&A and the documents incorporated by reference herein containing descriptions of the Company's mineral deposits may not be comparable to similar information made public by U.S. companies subject to the reporting and disclosure requirements under the United States federal securities laws and the rules and regulations thereunder.

Additional Information

Additional information relating to the Company, including the Company's most recent Annual Information Form, is available on SEDAR+ at www.sedarplus.ca. 

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, Daniel Tellechea, Chief Executive Officer of LARGO INC., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO INC. (the "issuer") for the interim period ended June 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of

Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

6. Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

7. ICFR - material weakness relating to design: N/A

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8. Limitation on scope of design: N/A

9. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's

ICFR.

 

Date: August 8, 2024

(s)"Daniel Tellechea"
Daniel Tellechea
Chief Executive Officer

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FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS

FULL CERTIFICATE

I, David Harris, Chief Financial Officer of LARGO INC., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO INC. (the "issuer") for the interim period ended June 30, 2024.

2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.

3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

4. Responsibility: The issuer's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of

Disclosure in Issuers' Annual and Interim Filings, for the issuer.

5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer's other certifying officer(s) and I have, as at the end of the period covered by the interim filings

(a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

(i) material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and

(ii) information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

(b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer's GAAP.

6. Control framework: The control framework the issuer's other certifying officer(s) and I used to design the issuer's ICFR is the Internal Control - Integrated Framework (2013 COSO Framework) published by The Committee of Sponsoring Organizations of the Treadway Commission.

7. ICFR - material weakness relating to design: N/A

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8. Limitation on scope of design: N/A

9. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on April 1, 2024 and ended on June 30, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer's

ICFR.

 

Date: August 8, 2024

 

(s)"David Harris"
David Harris
Chief Financial Officer

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