UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

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

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2021

Commission File Number: 001-40333

LARGO RESOURCES LTD.

(Translation of registrant's name into English)

55 University Avenue

Suite 1105

Toronto, Ontario M5J 2H7

Canada

(Address of principal executive offices)


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

Form 20-F ☐              Form 40-F ☒

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

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

 

Exhibit Index

Exhibit No.

Description of Exhibit

   

99.1

Unaudited Condensed Interim Consolidated Financial Statements for the Three Months Ended March 31, 2021 and 2020

   

99.2

Management's Discussion and Analysis for the Three Months Ended March 31, 2021

   

99.3

CEO Certificate

   

99.4

CFO Certificate



SIGNATURES

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

Date: May 12, 2021

LARGO RESOURCES LTD.

By: /s/ Ernest Cleave
Name: Ernest Cleave
Title: Chief Financial Officer



Largo Resources Ltd.

 

Unaudited Condensed Interim Consolidated Financial Statements

 

For the Three Months Ended March 31, 2021 and 2020

 

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



Table of Contents

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


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)

Condensed Interim Consolidated Statements of Financial Position

      As at  
      March 31,     December 31,  
  Notes   2021     2020  
Assets              
Current Assets              
Cash   $ 48,693   $ 79,145  
Restricted cash     146     -  
Amounts receivable 5   21,175     19,097  
Inventory 6   36,772     35,337  
Prepaid expenses     3,820     3,718  
Total Current Assets     110,606     137,297  
Non-current Assets              
Deferred income tax 15(b)   6,761     7,178  
Other intangible assets 7   4,257     4,366  
Mine properties, plant and equipment 8   139,394     148,965  
Total Non-current Assets     150,412     160,509  
Total Assets   $ 261,018   $ 297,806  
Liabilities              
Current Liabilities              
Accounts payable and accrued liabilities 10 $ 11,485   $ 15,968  
Deferred revenue     1,144     3,223  
Current portion of provisions     336     368  
Debt 11   -     24,788  
Total Current Liabilities     12,965     44,347  
Non-current Liabilities              
Provisions     5,440     6,295  
Total Non-current Liabilities     5,440     6,295  
Total Liabilities     18,405     50,642  
Equity              
Issued capital 12   414,692     406,214  
Equity reserves 13   15,640     21,291  
Accumulated and other comprehensive loss     18,405     50,642  
Accumulated other comprehensive loss     (119,965 )   (108,438 )
Deficit     (67,754 )   (71,903 )
Total Equity     242,613     247,164  
Total Liabilities and Equity   $ 261,018   $ 297,806  

Commitments and contingencies

8, 18

 

 

 

 

Subsequent event

22

 

 

 

 



--The accompanying notes form an integral part of the consolidated financial statements--


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)

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

      Three Months ended March 31,  
  Notes   2021     2020  
            Restated  
            (note 3)  
Revenues 20 $ 39,801   $ 41,909  
Other gains (losses)     -     (362 )
      39,801     41,547  
Expenses              
Operating costs 21   (28,172 )   (26,248 )
Professional, consulting and management fees     (3,629 )   (1,692 )
Foreign exchange loss     (1,756 )   (8,493 )
Other general and administrative expenses     (977 )   (872 )
Share-based payments 13   (372 )   (414 )
Finance costs 21   (291 )   (126 )
Interest income     54     660  
Exploration and evaluation costs     (211 )   (481 )
      (35,354 )   (37,666 )
Net income (loss) before tax   $ 4,447   $ 3,881  
Income tax (expense) 15(a)   (321 )   -  
Deferred income tax recovery 15(a)   18     462  
Net income (loss)   $ 4,144   $ 4,343  

             
Other comprehensive income (loss)              
Items that subsequently will be reclassified to operations:              
    Unrealized (loss) on foreign currency translation     (11,527 )   (44,699 )
Comprehensive (loss)   $ (7,383 ) $ (40,356 )
Basic earnings (loss) per Common Share 14 $ 0.07   $ 0.08  
Diluted earnings (loss) per Common Share 14 $ 0.07   $ 0.07  
Weighted Average Number of Shares Outstanding (in 000's)              
  - Basic 14   62,175     56,075  
  - Diluted 14   63,258     62,435  


--The accompanying notes form an integral part of the consolidated financial statements--


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)

Condensed Interim Consolidated Statements of Changes in Equity

    Shares     Issued Capital     Equity Reserves     Accumulated Other
Comprehensive Loss
    Deficit     Shareholders' Equity  
Balance at January 1, 2020   55,453   $ 396,026   $ 21,448   $ (66,501 ) $ (78,870 ) $ 272,103  
Grant of share options   -     -     286     -     -     286  
Grant of restricted share units   -     -     17     -     -     17  
Share-based payments   -     -     111     -     -     111  
Exercise of warrants   824     1,648     (351 )   -     -     1,297  
Exercise of restricted share units   20     465     (465 )   -     -     -  
Expiry of warrants   -     -     (159 )   -     159     -  
Expiry of share options   -     -     (47 )   -     47     -  
Currency translation adjustment   -     -     -     (44,699 )   -     (44,699 )
Net income for the period   -     -     -     -     4,343     4,343  
Balance at March 31, 2020   56,297   $ 398,139   $ 20,840   $ (111,200 ) $ (74,321 ) $ 233,458  
Grant of share options   -     -     457     -     -     457  
Grant of restricted share units   -     -     420     -     -     420  
Share-based payments   -     -     347     -     -     347  
Exercise of warrants   2,129     4,488     (1,969 )   -     -     2,519  
Exercise of share options   81     626     (209 )   -     -     417  
Exercise of restricted share units   20     718     (718 )   -     -     -  
Purchase consideration (note 7)   252     2,243     2,123     -     -     4,366  
Currency translation adjustment   -     -     -     2,762     -     2,762  
Net income for the period   -     -     -     -     2,418     2,418  
Balance at December 31, 2020   58,779   $ 406,214   $ 21,291   $ (108,438 ) $ (71,903 ) $ 247,164  
Grant of share options   -     -     158     -     -     158  
Grant of restricted share units   -     -     16     -     -     16  
Share-based payments   -     -     198     -     -     198  
Exercise of warrants   5,696     7,564     (5,199 )   -     -     2,365  
Exercise of share options   26     159     (64 )   -     -     95  
Exercise of restricted share units   60     755     (755 )   -     -     -  
Expiry of warrants   -     -     (5 )   -     5     -  
Currency translation adjustment   -     -     -     (11,527 )   -     (11,527 )
Net income for the period   -     -     -     -     4,144     4,144  
Balance at March 31, 2021   64,561   $ 414,692   $ 15,640   $ (119,965 ) $ (67,754 ) $ 242,613  


--The accompanying notes form an integral part of the consolidated financial statements--


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)

Condensed Interim Consolidated Statements of Cash Flows

      Three Months ended
March 31,
 
  Notes   2021     2020  
            Restated  
Operating Activities           (note 3)  
Net income (loss) for the period   $ 4,144   $ 4,343  
Adjustment for Non-cash Items              
Other (gains) losses     -     362  
Depreciation     5,367     6,455  
Share-based payments 13   372     414  
Unrealized foreign exchange loss (gain)     2,308     (11,900 )
Finance costs 21   291     126  
Interest income     (54 )   (660 )
Income tax expense 15(a)   321     -  
Deferred income tax (recovery) 15(a)   (18 )   (462 )
               
Cash Provided (Used) Before Working Capital Items     12,731     (1,322 )
Change in amounts receivable     (3,149 )   (914 )
Change in inventory     (2,892 )   1,943  
Change in vanadium products     -     (871 )
Change in prepaid expenses     (303 )   (148 )
Change in accounts payable and accrued liabilities     (2,597 )   330  
Change in deferred revenue     (2,079 )   -  
Net Cash Provided by (Used in) Operating Activities     1,711     (982 )

             
Financing Activities              
Receipt of debt 11   -     24,788  
Repayment of debt 11   (24,788 )   -  
Interest received     54     579  
Change in restricted cash     (146 )   76  
Issuance of common shares 12   2,460     1,297  
Net Cash (Used in) Provided by Financing Activities     (22,420 )   26,740  

             
Investing Activities              
Mine properties, plant and equipment     (9,075 )   (3,380 )
Net Cash (Used in) Investing Activities     (9,075 )   (3,380 )
Effect of foreign exchange on cash     (668 )   (4,583 )
Net Change in Cash     (30,452 )   17,795  
Cash position - beginning of the period     79,145     127,499  
Cash Position - end of the period   $ 48,693   $ 145,294  


--The accompanying notes form an integral part of the consolidated financial statements--


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
 
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

1) Nature of operations

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. Substantially all of the Company's efforts are devoted to operating the Maracás Menchen Mine and to the sales of vanadium. Largo is also focused on the advancement of renewable energy storage solutions through Largo Clean Energy and its vanadium redox flow battery technology. While the Company's Maracás Menchen Mine has reached commercial production, future changes in market conditions and feasibility estimates could result in the Company's mineral resources not being economically recoverable.

The Company is a corporation governed by the Business Corporations Act (Ontario) and domiciled in Canada whose shares are listed on the Toronto Stock Exchange ("TSX") and on the Nasdaq Stock Market ("Nasdaq"). The head office, principal address and records office of the Company are located at 55 University Avenue, Suite 1105, Toronto, Ontario, Canada M5J 2H7.

2) Statement of compliance

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") in accordance with International Accounting Standard ("IAS") 34, Interim Financial Reporting.

The unaudited condensed interim consolidated financial statements were approved by the Board of Directors of the Company on May 12, 2021.

3) Change in functional and presentation currency

On May 1, 2020 the Company changed its presentation currency from the  Canadian dollar ("C$" or "CAD") to the U.S. dollar ("$" or "USD").  Prior period comparative information has been restated in U.S. dollars to reflect the change in presentation currency.

Also on May 1, 2020 the functional currency of Largo Resources Ltd., Largo Commodities Holding Ltd. and Largo Commodities Trading Ltd. changed prospectively to the U.S. dollar from the Canadian dollar, Euro and Euro, respectively. The Company reconsiders the functional currency of its operations if there is a change in events and conditions which determine the primary economic environment. In early 2020, the Company's off-take agreement with its former off-take partner expired, and the Company started generating U.S. dollar denominated revenues and incurring U.S. dollar denominated costs. This is a significant judgment considering the significance of the revenues and costs to the Company's activities, and the primary economic environments in which the Company and its subsidiaries operate.

The exchange rates used to translate assets and liabilities to reflect the change in functional currency on adoption is $1 equals C$1.3874 and $1 equals 0.9194 Euros ("EUR").

The financial statements of entities with a functional currency that is not the U.S. dollar have been translated into U.S. dollars in accordance with International Accounting Standards ("IAS") 21, The Effects of Changes in Foreign Exchange Rates, as follows:

 January 1, 2019: $1 equals C$1.3620 and $1 equals 3.8748 Brazilian reals ("BRL").

 December 31, 2019: $1 equals C$1.3023, $1 equals 0.8902 EUR and $1 equals 4.0307 BRL.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

The impact of the change in presentation currency on the unaudited condensed interim consolidated financial statements is as follows:

Condensed interim consolidated statement of income (loss) and comprehensive income (loss) - three months ended March 31, 2020

    Previously
reported in CAD
    Restated
USD
 
Revenues C$ C$58,186   $ 41,909  
Other gains (losses)   (523 )   (362 )
    57,663     41,547  
             
Operating costs   (36,423 )   (26,248 )
Professional, consulting and management fees   (2,289 )   (1,692 )
Foreign exchange loss   (12,189 )   (8,493 )
Other general and administrative expenses   (1,175 )   (872 )
Share-based payments   (547 )   (414 )
Finance costs   (173 )   (126 )
Interest income   890     660  
Exploration and evaluation costs   (665 )   (481 )
    (52,571 )   (37,666 )
Net income (loss) before tax C$ C$5,092   $ 3,881  
Deferred income tax recovery   642     462  
Net income (loss) C$ C$5,734   $ 4,343  
             
Other comprehensive income (loss)            
Unrealized gain (loss) on foreign currency translation   (31,250 )   (44,699 )
Comprehensive income (loss) C$ C$(25,516 ) $ (40,356 )

Condensed interim consolidated statement of cash flows - three months ended March 31, 2020

    Previously reported in CAD     Restated
USD
 
Net Cash Provided by (Used in) Operating Activities C$ 11,622   $ (982 )
Net Cash Provided by Financing Activities   35,770     26,740  
Net Cash (Used in) Investing Activities   (4,424 )   (3,380 )
Effect of foreign exchange on cash   (2,908 )   (4,583 )
Net Change in Cash   40,060     17,795  
Cash position - beginning of the period   166,077     127,499  
Cash position - end of the period C$ 206,137   $ 145,294  

4) Basis of preparation, significant accounting policies, and future accounting changes

The basis of presentation, and accounting policies and methods of their application in these unaudited condensed interim consolidated financial statements, including comparatives, are consistent with those used in the Company's audited annual consolidated financial statements for the year ended December 31, 2020 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.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

a) Critical judgements and estimation uncertainties

The preparation of unaudited condensed interim consolidated financial statements in conformity with IFRS requires the Company's management to make judgments, estimates and assumptions about the carrying amount of its assets and liabilities that are not readily apparent from other sources. These estimates and assumptions are disclosed in note 4(d) of the Company's audited annual consolidated financial statements for the year ended December 31, 2020. There have been no significant changes to the areas of estimation and judgment during the three months ended March 31, 2021.

COVID-19

The Company is conscious of the rapid expansion of the COVID-19 pandemic and the evolving global implications. To date, there have been no significant disruptions to the Company's operations, supply chain or on its shipment of products from the Maracás Menchen Mine. However, the Company cautions that the potential future impact of any restrictions on the Company's operations, supply chain, sales efforts and logistics is currently unknown but could be significant.

b) Significant accounting policies

These unaudited condensed interim consolidated financial statements, including comparatives, have been prepared following the same accounting policies and methods of computation as the audited annual consolidated financial statements for the year ended December 31, 2020.

5) Amounts receivable

              March 31,
                      2021
    December 31,
2020
 
Trade receivables $ 17,457   $ 13,749  
Current taxes recoverable - Brazil   3,609     5,214  
Current taxes recoverable - Other   77     92  
Other receivables   32     42  
Total $ 21,175   $ 19,097  

6) Inventory

              March 31,
                    2021
    December 31,
2020
 
Finished products $ 24,731   $ 25,087  
Work-in-process   2,768     775  
Stockpiles   1,594     997  
Warehouse materials   7,679     8,478  
Total $ 36,772   $ 35,337  

During the three months ended March 31, 2021, the Company recognized a net realizable value write-down of $2 for finished products (three months ended March 31, 2020 - $nil). At March 31, 2021, the net realizable value write-down was $2 for finished products and $nil for warehouse materials (note 21) (December 31, 2020 - $3 and $174). As inventory is sold, previously recorded net realizable value write-downs are reclassified from inventory write-down to direct mine and production costs or product acquisition costs as appropriate (note 21).

7) Other intangible assets

During the year ended December 31, 2020, the Company acquired certain patent families (the "intellectual property") out of an assignment for the benefit of creditors under Massachusetts, U.S.A., law. The acquisition was completed through an asset purchase agreement, with the Company issuing 252 common shares and 362 common share purchase warrants as consideration. The transaction closed on December 7, 2020, with the common shares valued at $2,243 (refer to note 12) and the common share purchase warrants valued at $2,123 (refer to note 13) for a total consideration of $4,366.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

At March 31, 2021, the remaining estimated useful life is 9.75 years (December 31, 2020 - 10 years).

    Intellectual
Property
    Total  
Cost            
Balance at December 31, 2019 $ -   $ -  
Additions   4,366     4,366  
Balance at December 31, 2020 $ 4,366   $ 4,366  
Additions   -     -  
Balance at March 31, 2021 $ 4,366   $ 4,366  
Accumulated Depreciation            
Balance at December 31, 2019 $ -   $ -  
Depreciation   -     -  
Balance at December 31, 2020 $ -   $ -  
Depreciation   109     109  
Balance at March 31, 2021 $ 109   $ 109  
Net Book Value            
At December 31, 2020 $ 4,366   $ 4,366  
At March 31, 2021 $ 4,257   $ 4,257  

8) Mine properties, plant and equipment

    Office and
Computer
Equipment
    Vehicles     Mine
Properties
    Machinery
and
Equipment
    Construction
In Progress
    Total  
Cost                                    
Balance at December 31, 2019 $ 980   $ 336   $ 100,860   $ 185,861   $ 9,096   $ 297,133  
Additions   115     -     9,049     2,421     8,174     19,759  
Reclassifications   -     -     -     8,323     (8,323 )   -  
Effects of changes in foreign exchange rates   (176 )   (75 )   (18,465 )   (42,862 )   (639 )   (62,217 )
Balance at December 31, 2020 $ 919   $ 261   $ 91,444   $ 153,743   $ 8,308   $ 254,675  
Additions   49     -     1,734     1,566     3,998     7,347  
Effects of changes in foreign exchange rates   (65 )   (23 )   (5,906 )   (13,565 )   (880 )   (20,439 )
Balance at March 31, 2021 $ 903   $ 238   $ 87,272   $ 141,744   $ 11,426   $ 241,583  


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

    Office and
Computer
Equipment
    Vehicles     Mine
Properties
    Machinery
and
Equipment
    Construction
In Progress
    Total  
Accumulated Depreciation                                    
Balance at December 31, 2019 $ 523   $ 336   $ 25,728   $ 80,052   $ -   $ 106,639  
Depreciation   89     -     5,939     16,136     -     22,164  
Effects of changes in foreign exchange rates   (89 )   (75 )   (4,727 )   (18,202 )   -     (23,093 )
Balance at December 31, 2020 $ 523   $ 261   $ 26,940   $ 77,986   $ -   $ 105,710  
Depreciation   28     -     1,450     3,822     -     5,300  
Effects of changes in foreign exchange rates   (38 )   (23 )   (1,764 )   (6,996 )   -     (8,821 )
Balance at March 31, 2021 $ 513   $ 238   $ 26,626   $ 74,812   $ -   $ 102,189  
Net Book Value                                    
At December 31, 2020 $ 396   $ -   $ 64,504   $ 75,757   $ 8,308   $ 148,965  
At March 31, 2021 $ 390   $ -   $ 60,646   $ 66,932   $ 11,426   $ 139,394  

At March 31, 2021 and December 31, 2020, the Company's economic interest in the Maracás Menchen Mine totaled 99.94%. The remaining 0.06% economic interest is held by Companhia Baiana de Pesquisa Mineral ("CBPM") owned by the state of Bahia. CBPM retains a 3% net smelter royalty ("NSR") in the Maracás Menchen Mine. The property is also subject to a royalty of 2% on certain operating costs under the Brazilian Mining Act. Under a separate agreement, Anglo Pacific Plc receives a 2% NSR in the Maracás Menchen Mine.

The net book value of the Company's mine properties, plant and equipment at March 31, 2021 by geographic location is: Brazil − $121,888 (December 31, 2020 − $131,240); Canada − $17,413 (December 31, 2020 − $17,725) and U.S. - $93 (December 31, 2020 - $nil).

9) Leases

At March 31, 2021, the Company did not have any right-of-use assets or lease liabilities.

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Recognized in the consolidated statements of income (loss) and comprehensive income (loss):            
Expenses relating to short-term leases $ 2,879   $ 3,207  
             
Recognized in the consolidated statements of cash flows:            
Total cash outflow for leases $ 3,580   $ 2,973  

10) Accounts payable and accrued liabilities

              March 31,
        2021
    December 31,
2020
 
Accounts payable $ 8,084   $ 12,289  
Accrued liabilities   2,816     2,572  
Accrued financial costs   -     806  
Other taxes   585     301  
Total $ 11,485   $ 15,968  

 


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

11) Debt

              March 31,
    2021
    December 31,
2020
 
Total debt $ -   $ 24,788  

          Cash flows     Non-cash        
    December 31,
2020
    Repayment     Foreign
exchange
movement
     
March 31,
2021
 
Total debt $ 24,788    $ (24,788 ) $ -   $ -  
Total liabilities from financing activities $ 24,788    $ (24,788 ) $ -   $ -  

          Cash flows     Non-cash        
    December 31,
2019
    Proceeds     Foreign
exchange
movement
     
December 31,
2020
 
Total debt1 $ -    $ 24,788   $ -   $ 24,788   
Total liabilities from financing activities $ -    $ 24,788   $ -   $ 24,788   

1. The gross amount excludes unamortized deferred transaction costs.

Credit facilities

On March 18, 2020, the Company secured a $13,000 credit facility with a bank in Brazil. This facility was fully drawn down and proceeds of R$65,980 ($13,000) were received on March 20, 2020. This facility was due to be repaid as a lump sum payment on March 12, 2021, together with accrued interest at a rate of 3.35% per annum.

On March 24, 2020 the Company secured a $11,788 credit facility with a second bank in Brazil. This facility was fully drawn down and proceeds of R$60,000 ($11,788) were received on March 24, 2020. This facility was due to be repaid as a lump sum payment on March 18, 2021, together with accrued interest at a rate of 6.29% per annum.

Between January 29, 2021 and February 3, 2021, the Company completed the settlement of the outstanding credit facilities through the repayment in full of the outstanding principal amounts of $13,000 and $11,788.

Refer to note 22 for details of a working capital financing facility secured subsequent to March 31, 2021.

12) Issued capital

a) Authorized 

Unlimited common shares without par value.

b) Issued

    Three months ended
March 31, 2021
    Year ended
December 31, 2020
 
    Number of
Shares
    Stated
Value
    Number of
Shares
    Stated
Value
 
Balance, beginning of the period   58,779   $ 406,214     55,453   $ 396,026  
Exercise of warrants (note 13)   5,696     7,564     2,953     6,136  
Exercise of share options (note 13)   26     159     81     626  
Exercise of restricted share units (note 13)   60     755     40     1,183  
Purchase consideration (note 7)   -     -     252     2,243  
Balance, end of the period   64,561   $ 414,692     58,779   $ 406,214  


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

On March 4, 2021, the Company completed the consolidation of its issued and outstanding common shares on the basis of one post-consolidation common share for every 10 pre-consolidation common shares. Any quantity relating to common shares, RSUs, stock options and warrants or any per unit price such as exercise prices disclosed throughout the unaudited condensed interim consolidated financial statements have been retrospectively adjusted for the share consolidation, including the weighted average number of shares outstanding and the basic and diluted earnings (loss) per share for the periods presented.

13) Equity reserves

Under the Company's incentive share compensation plan, the Company has issued options and restricted share units ("RSUs") approximating 1.35% of its issued and outstanding capital at March 31, 2021.

 

RSUs

Options

Warrants

 

 

 

Number

 

  Value

Number

Weighted
average
exercise
price

 

  Value

Number

Weighted
average
exercise
price

 

    Value

 

Total value

December 31, 2019

81

$

    1,617

315

C$

9.56

$

  2,720

10,810

C$

4.24

$

  17,111

$

21,448

Share-based payments

-

 

        458

-

 

-

 

          -

-

 

-

 

            -

 

      458

Granted

191

 

      441

383

 

6.70

 

      774

362

 

13.00

 

    2,123

 

  3,338

Exercised

(40)

 

(1,183)

(81)

 

(7.00)

 

  (209)

(2,679)

 

(3.33)

 

  (2,320)

 

(3,712)

Expired

-

 

            -

(20)

 

(4.55)

 

    (47)

(127)

 

(6.50)

 

      (159)

 

    (206)

Forfeited

(6)

 

          (4)

(9)

 

(6.70)

 

    (31)

-

 

-

 

              -

 

      (35)

December 31, 2020

226

$

  1,329

588

C$

8.27

$

  3,207

8,366

C$

4.88

$

  16,755

$

21,291

Share-based payments

-

 

        202

-

 

-

 

        11

-

 

-

 

            -

 

      213

Granted

65

 

        16

97

 

18.10

 

    158

-

 

-

 

    -

 

      174

Exercised

(73)

 

  (755)

(26)

 

(4.61)

 

    (64)

(6,500)

 

(2.90)

 

  (5,199)

 

(6,018)

Expired

-

 

            -

-

 

-

 

    -

(7)

 

(2.90)

 

        (5)

 

        (5)

Forfeited

(2)

 

          (7)

(2)

 

(6.70)

 

        (8)

-

 

-

 

              -

 

      (15)

March 31, 2021

216

$

  785

657

C$

9.87

$

3,304

1,859

C$

11.79

$

  11,551

$

15,640

During the three months ended March 31, 2021, the Company recognized a share-based payment expense related to the grant and vesting of share options and RSUs of $372 (three months ended March 31, 2020 - $414) for share options and RSUs granted to the Company's directors, officers, employees and consultants. The total share-based payment expense was charged to operations.

During the three months ended March 31, 2021, 5,696 warrants were exercised resulting in proceeds to the Company of $2,365, with a further 804 warrants surrendered as part of cashless exercises. In addition, 26 share options were exercised resulting in proceeds to the Company of $95.

During the year ended December 31, 2020, 2,400 warrants were exercised resulting in proceeds to the Company of $3,816, with a further 279 warrants surrendered as part of cashless exercises. 553 shares were issued in connection with a warrant exercise in 2019. In addition, 81 share options were exercised resulting in proceeds to the Company of $417.

The Company applies the fair value method of accounting for share-based payment awards. The Company estimated the expected volatility using historical volatilities from the Company's traded common shares when estimating the fair value of stock options granted, as it believes that this methodology best reflects the expected future volatility of its stock.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

a) RSUs

During the three months ended March 31, 2021, the Company granted 65 RSUs to officers and employees of the Company and 2 RSUs were forfeited. These RSUs vest over time, with one-third vesting during each of the three month periods ending March 31, 2022, March 31, 2023 and March 31, 2024. The value of the vested RSUs includes the Company's expected forfeiture rate of 0%. Upon vesting, the RSUs provide the holders with common shares of the Company.

During the year ended December 31, 2020, the Company granted 191 RSUs to officers and employees of the Company and 6 RSUs were forfeited. These RSUs vest over time, with one-third of a grant of 180 RSUs vesting during each of the three month periods ending March 31, 2021, March 31, 2022 and March 31, 2023, and one-third of a grant of 11 RSUs vesting during each of the three month periods ending September 30, 2021, September 30, 2022 and September 30, 2023. The value of the vested RSUs includes the Company's expected forfeiture rate of 0%. Upon vesting, the RSUs provide the holders with common shares of the Company.

b) Stock options

Range of prices

 

 

 

No. outstanding

 

No. exercisable

 

Weighted
average
remaining
life (years)

 

Weighted
average
exercise

price

 

Weighted
average
grant date

share price

C$    4.55 - 6.70

 

500

 

302

 

3.1

 

C$    6.15

 

C$    6.15

18.10

 

97

 

-

 

5.0

 

18.10

 

18.10

24.00

 

28

 

28

 

2.4

 

24.00

 

24.00

30.40

 

32

 

32

 

2.8

 

30.40

 

30.40

 

 

657

 

362

 

 

 

C$    9.87

 

 

During the three months ended March 31, 2021, the Company granted 97 (year ended December 31, 2020 - 383) share options to its directors, officers, employees and consultants with a weighted average exercise price of C$18.10. The options vest over time, with one-third vesting during each of the three month periods ending March 31, 2022, March 31, 2023 and March 31, 2024. The estimated weighted average grant date fair value of the share options was C$11.92 per stock option, as determined using the Black-Scholes valuation model and the following assumptions: risk free interest rate - 0.92%, expected life in years - 5, expected volatility - 83.7%, expected dividends - 0% and expected forfeiture rate - 0%.

During the year ended December 31, 2020, the Company granted 383 share options to its directors, officers, employees and consultants with a weighted average exercise price of C$6.70. 75 of the share options vested immediately and are exercisable for a period of 5 years from the date of grant. The remainder vest over time, with one-third vesting during each of the three month periods ending March 31, 2021, March 31, 2022 and March 31, 2023. The estimated weighted average grant date fair value of the share options was C$4.80 per stock option, as determined using the Black-Scholes valuation model and the following assumptions: risk free interest rate - 0.74%, expected life in years - 5, expected volatility - 93.7%, expected dividends - 0% and expected forfeiture rate - 0%.

The remaining weighted average contractual life of options outstanding at March 31, 2021 was 3.3 years (December 31, 2020 - 3.2 years).

c) Warrants and broker warrants

No.
outstanding
  No.
exercisable
  Grant
Date
  Expiry
Date
  Exercise
price
  Expected
volatility
Expected
life (years)
Expected
dividend
yield
  Risk-free
Interest
rate
        349           349   1-Dec-17   1-Dec-22 C$     11.50   93%   5.00 0%   1.63%
      1,148         1,148   13-Dec-17   13-Dec-22 C$     11.50   93%   5.00 0%   1.65%
        362           362   7-Dec-20   8-Dec-25 C$     13.00   88%   5.00 0%   0.48%
1,859   1,859         C$     11.79              


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

14) Earnings (loss) per share

The weighted average number of basic and diluted shares outstanding for all periods presented in the consolidated statements of income (loss) and comprehensive income (loss) have been adjusted in order to reflect the effect of the share consolidation that was completed on March 4, 2021.

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 157 for the three months ended March 31, 2021 (three months ended March 31, 2020 - 61).

15) Taxes

a) Tax (expense) recovery

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Income tax (expense) $ (321 ) $ -  
Deferred income tax recovery   18     462  
Total $ (303 ) $ 462  

b) Changes in deferred tax assets and liabilities

    Three months ended
March 31, 2021
    Year ended
December 31, 2020
 
Net deferred income tax asset, beginning of the period $ 7,178   $ 10,571  
Deferred income tax recovery (expense)   18     (823 )
Effect of foreign exchange   (435 )   (2,570 )
Net deferred income tax asset, end of the period $ 6,761   $ 7,178  

16) 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.

During the three months ended March 31, 2021, 4,650 shares were issued to funds managed by Arias Resource Capital Management LP (the "ARC Funds") in connection with the exercise of warrants (refer to note 13).

The remuneration of directors and other members of key management personnel during the period was as follows:

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Short-term benefits $ 1,484   $ 1,175  
Share-based payments   258     366  
Total $ 1,742   $ 1,541  

Refer to note 18 for additional commitments with management.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

17) Segmented disclosure

The Company has four operating segments: sales & trading, mine properties, corporate and exploration and evaluation properties ("E&E properties"). 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.

    Sales &
trading
    Mine
properties
    Corporate      
E&E
properties
    Inter-segment
transactions &
other activities
    Total  
Three months ended March 31, 2021                                    
Revenues $ 35,000   $ 24,484   $ 21,005   $ -   $ (40,688)1   $ 39,801  
                                     
Operating costs   (29,992 )   (20,495 )   (19,941 )   -     42,2561     (28,172 )
Professional, consulting and management fees   (366 )   (1,030 )   (1,414 )   -     (819)2     (3,629 )
Foreign exchange gain (loss)   (23 )   (1,911 )   179     -     (1)2     (1,756 )
Other general and administrative expenses   (73 )   (223 )   (398 )   -     (283)2     (977 )
Share-based payments   -     -     (372 )   -     -     (372 )
Finance costs   (6 )   (282 )   (3 )   -     -     (291 )
Interest income   -     24     30     -     -     54  
Exploration and evaluation costs   -     (209 )   -     (2 )   -     (211 )
    (30,460 )   (24,126 )   (21,919 )   (2 )   41,153     (35,354 )
Net income (loss) before tax   4,540     358     (914 )   (2 )   465     4,447  
Income tax (expense)   -     (321 )   -     -     -     (321 )
Deferred income tax recovery (expense)   -     253     (235 )   -     -     18  
Net income (loss) $ 4,540   $ 290   $ (1,149 ) $ (2 ) $ 465   $ 4,144  
At March 31, 2021                                    
Total non-current assets $ 7   $ 126,549   $ 19,507   $ -   $ 4,3492   $ 150,412  
Total assets $ 43,832   $ 172,044   $ 81,686   $ 18   $ (36,562)3   $ 261,018  
Total liabilities $ 32,250   $ 15,137   $ 11,410   $ -   $ (40,392) 1   $ 18,405  

1. Elimination of inter-segment transactions.

2. Amounts relating to Largo Clean Energy Corp., which is not an operating segment.

3. Inter-segment transaction elimination of $44,324 partially offset by Largo Clean Energy Corp. total assets of $7,762.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

    Sales &
trading
    Mine
properties
    Corporate      
E&E
properties
    Inter-segment
transactions &
other activities
    Total  
Three months ended March 31, 2020                                    
Revenues $ -   $ 41,909   $ -   $ -   $ -   $ 41,909  
Other gains (losses)   -     -     (362 )   -     -     (362 )
    -     41,909     (362 )   -     -     41,547  
Operating costs   -     (26,248 )   -     -     -     (26,248 )
Professional, consulting and management fees   -     (835 )   (857 )   -     -     (1,692 )
Foreign exchange (loss) gain   -     (15,921 )   7,428     -     -     (8,493 )
Other general and administrative expenses   -     (237 )   (635 )   -     -     (872 )
Share-based payments   -     -     (414 )   -     -     (414 )
Finance costs   -     (118 )   (8 )   -     -     (126 )
Interest income   -     274     386     -     -     660  
Exploration and evaluation costs   -     (422 )   -     (59 )   -     (481 )
    -     (43,507 )   5,900     (59 )   -     (37,666 )
Net income (loss) before tax   -     (1,598 )   5,538     (59 )   -     3,881  
Income tax expense   -     -     -     -     -     -  
Deferred income tax recovery   -     462     -     -     -     462  
Net income (loss) $ -   $ (1,136 ) $ 5,538   $ (59 ) $ -   $ 4,343  
At December 31, 2020                                    
Total non-current assets $ 9   $ 136,082   $ 20,052   $ -   $ 4,3662   $ 160,509  
Total assets $ 49,010   $ 213,619   $ 106,779   $ 25   $ (71,627)3   $ 297,806  
Total liabilities $ 41,968   $ 45,320   $ 34,352   $ -   $ (70,998) 1   $ 50,642  

1. Elimination of inter-segment transactions.

2. Amounts relating to Largo Clean Energy Corp., which is not an operating segment.

3. Inter-segment transaction elimination of $76,498 partially offset by Largo Clean Energy Corp. total assets of $4,871.

The Company recognized revenues from customers of $39,801 in the three months ended March 31, 2021 (three months ended March 31, 2020 - $41,909). Of the total revenues from customers, $34,761 is related to the Sales & trading segment (three months ended March 31, 2020 -$nil), $4,790 is related to the Mine properties segment (three months ended March 31, 2020 -$41,909) and $250 is related to the Corporate segment (three months ended March 31, 2020 -$nil) (after the elimination of inter-segment transactions). In the three months ended March 31, 2021, the Company's revenues are from transactions with multiple customers, including two customers who each represented more than 10% of revenues during that period. In the three months ended March 31, 2020, all of the Company's revenues are from transactions with a single customer.

18) Commitments and contingencies

At March 31, 2021, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $2,575 and all payable within one year. These contracts also require that additional payments of up to approximately $3,863 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.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

In 2008, Largo agreed to sell 100% of its vanadium production under an off-take agreement which, following the election by the Company, expired at the end of April 2020. The Company has entered into a number of contracts with third party customers to deliver monthly quantities of the Company's vanadium products. A significant proportion of the Company's monthly vanadium production in 2021 has been committed.

The Company's mining and exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made payments to comply with such laws and regulations.

The Company indemnifies its directors and officers against any and all claims or losses reasonably incurred in the performance of their service to the Company to the extent permitted by law. The Company has acquired and maintains liability insurance for its directors and officers.

The Company is committed to a minimum amount of rental payments under five leases of office space which expire between October 31, 2021 and December 31, 2023. Minimum rental commitments remaining under the leases are approximately $525, including $264 due within one year. In addition, minimum rental commitments remaining under other short-term leases are approximately $9, all due within one year.

At the Company's Maracás Menchen Mine, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of March 31, 2021 of $8,454.

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. At March 31, 2021 two such proceedings were ongoing, each in Brazil. The first relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The amount claimed totals R$9,900 ($1,738), with a counterclaim filed by Vanádio for R$10,700 ($1,878). A provision of R$1,281 ($225) has been recognized at March 31, 2021 for the probable loss (December 31, 2020 - R$1,281 ($247)). The second proceeding relates to a consulting agreement dispute for which R$3,900 ($685) (December 31, 2020 - R$3,900 ($750)) has been claimed against two of the Company's subsidiaries. No provision has been recognized for this proceeding. The Company and its subsidiaries are also party to legal proceedings regarding labour matters. A provision was recorded at December 31, 2020 for such proceedings in an amount of R$3,538 ($681). At March 31, 2021, the provision recognized was R$3,629 ($637). The outcome of these proceedings remains dependent on the final judgment, which the Company does not expect to be delivered within the next 12 months. 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. Should any losses result from the resolution of these claims and disputes, they will be charged to operations in the period that they are determined.

19) Financial instruments

Financial assets and financial liabilities at March 31, 2021 and December 31, 2020 were as follows:

              March 31,
2021
    December 31,
2020
 
Cash $ 48,693   $ 79,145  
Restricted cash   146     -  
Trade and other receivables   17,489     13,791  
Accounts payable and accrued liabilities   11,485     15,968  
Debt   -     24,788  

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.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

a) Fair value

IFRS requires that the Company disclose information about the fair value of its financial assets and liabilities. Fair value estimates are made based on relevant market information and information about the financial instrument.

These estimates are subjective in nature and involve uncertainties in significant matters of judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect these estimates.

The fair value hierarchy categorizes into three levels the inputs to valuation techniques used to measure fair value.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1 inputs) and the lowest priority to unobservable inputs (Level 3 inputs).

The carrying amounts for cash, restricted cash, other trade receivables and amounts receivable, accounts payable and accrued liabilities and debt in the consolidated statements of financial position approximate fair values because of the limited term of these instruments.

There have been no changes in the classification of financial instruments in the fair value hierarchy since December 31, 2020. 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 credit risk is primarily attributable to 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 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 $17,457, $7,047 relates to customers in Brazil, which are not covered by the Company's credit insurance policies. These customers are AAA rated companies in Brazil. The Company applies the IFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables.

To measure expected credit losses, trade receivables are grouped based on risk characteristics and due dates. At March 31, 2021, no amounts are past due and in the three months ended March 31, 2021, the Company has not experienced any credit losses. At March 31, 2021, the loss allowance for trade receivables was determined to be $50 (December 31, 2020 - $51) and the movement is recognized as a component of finance costs (note 21). 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 March 31, 2021 for its financial liabilities with agreed repayment periods.


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

    Less than
6 months
    6 months
to 1 year
    1 to 3 years     Over 3 years  
Accounts payable and accrued liabilities (note 10) $ 11,485   $ -   $ -   $ -  
  $ 11,485   $ -   $ -   $ -  

The Company's principal sources of liquidity are its cash flow from operating activities and cash of $48,693 (December 31, 2020 - $79,145).

d) Market risk

Interest rate risk

The Company's interest rate exposure is limited to that portion of its debt that is subject to floating interest rates. At March 31, 2021, the Company had no debt and does not have any exposure to floating interest rates.

Foreign currency risk

At March 31, 2021, the Company had no outstanding debt (December 31, 2020 - 100% U.S. dollar denominated). 

The impact of fluctuations in foreign currency on cash balances and debt relates primarily to fluctuations between the U.S. dollar, the Canadian dollar, the Brazilian real and the Euro. At March 31, 2021 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 March 31, 2021 by approximately $896. 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 $230.

Price risk

The Company does not have any financial instruments with significant exposure to price risk. Following the recognition of trade receivables on the recognition of revenue, there is no significant remeasurement related to price risk. Previously, the Company's only financial instrument that was susceptible to price risk was its trade receivables /  payables with its former off-take partner, which could vary with the market price of vanadium for products sold that had not yet had the final selling price determined in accordance with the off-take agreement in force at the time of sale. At March 31, 2021 all amounts had the final selling price determined.

20) Revenues

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Vanadium sales from contracts with customers $ 39,801   $ 40,197  
Re-measurement of trade receivables / payables   -     1,712  
Total $ 39,801   $ 41,909  


Largo Resources Ltd.
Expressed in thousands / 000’s of U.S. dollars and shares (except per share information)
Notes to the Unaudited Condensed Interim Consolidated Financial Statements

21) Expenses

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Operating costs:            
Direct mine and production costs $ 15,544   $ 17,494  
Conversion costs   2,229     -  
Product acquisition costs   2,508     -  
Royalties   1,470     2,307  
Distribution costs   1,169     -  
Inventory write-down   2     -  
Depreciation and amortization   5,250     6,447  
  $ 28,172   $ 26,248  
Finance costs:            
Interest expense $ 260   $ 86  
Accretion   32     40  
Loss allowance for trade receivables   (1 )   -  
  $ 291   $ 126  

22) Subsequent event

On May 11, 2021, the Company secured and drew down a $15,000 working capital financing facility with a bank in Brazil. This facility is due to be repaid as a lump sum in one year together with accrued interest at a rate of 2.28% per annum.   



 

Management's Discussion and Analysis

 

For The Three Months Ended March 31, 2021



Table of contents

To Our Shareholders 1
   
The Company 1
   
Q1 2021 Highlights 1
   
Significant Events and Transactions Subsequent To The Period 2
   
Q1 2021 Summary 2
   
Selected Quarterly Information 6
   
Operations 6
   
Financial Instruments 13
   
Liquidity And Capital Resources 13
   
Outstanding Share Data 14
   
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 16
   
Changes In Accounting Policies 17
   
Non-GAAP Measures 17
   
Risks And Uncertainties 19
   
Cautionary Statement Regarding Forward-Looking Information 19


To Our Shareholders

The following Management's Discussion and Analysis ("MD&A") relates to the financial condition and results of operations of Largo Resources Ltd. ("we", "our", "us", "Largo", or the "Company") for the three months ended March 31, 2021 ("Q1 2021") 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, 2020 and (iii) the MD&A for the year ended December 31, 2020. References in the below discussion refer to the note disclosures contained in the Q1 2021 unaudited condensed interim consolidated financial statements. References in the below discussion to "Q1 2020" refer to the three months ended March 31, 2020.

The financial statements and related notes of Largo have been prepared in accordance with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") applicable to a going concern. Certain non-GAAP measures are discussed in this MD&A, which are clearly disclosed as such. Additional information, including our press releases, has been filed electronically through the System for Electronic Document Analysis and Retrieval ("SEDAR") and is available online under our profile at www.sedar.com.

This MD&A reports our activities through May 12, 2021, unless otherwise indicated. References to "date of this MD&A" mean May 12, 2021. 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. Paul Sarjeant B.Sc. P.Geo., is a Qualified Person as defined under National Instrument 43-101 Standards of Disclosure for Mineral Projects ("NI 43-101") and has reviewed the technical information in the MD&A. Mr. Sarjeant is Manager, Geology of the Company. Refer to the Operations section of this MD&A for details of the Qualified Persons involved in reviewing the updated reserves and resources at the Company's Maracás Menchen Mine.

The Company

Largo is a Canadian, industry preferred producer and supplier of high-quality vanadium. Largo can service multiple vanadium market applications with its unrivaled VPURE™ and VPURE+™ products, which are sourced from one of the world's highest-grade vanadium deposits at the Company's Maracás Menchen Mine located in Brazil. Largo is also focused on the advancement of renewable energy storage solutions through Largo Clean Energy and its VCHARGE± vanadium redox flow battery ("VRFB") technology. Additionally, Largo has secondary vanadium, iron-vanadium and tungsten projects located in Brazil and Canada. The Company is organized and exists under the Business Corporations Act (Ontario) and its common shares are listed on the Toronto Stock Exchange ("TSX") under the symbol "LGO" and on the Nasdaq Stock Market ("Nasdaq") under the symbol "LGO".

Q1 2021 Highlights


Significant Events and Transactions Subsequent To The Period

Q1 2021 Summary

Financial

    Three Months ended              
    March 31,
2021
    March 31,
2020
    Movement  
Revenues $ 39,801   $ 41,909   $ (2,108 )   (5%)  
Other gains (losses)   -     (362 )   362     (100%)  
    39,801     41,547     (1,746 )   (4%)  
Operating costs   (28,172 )   (26,248 )   (1,924 )   7%  
Direct mine and production costs   (15,544 )   (17,494 )   1,950     (11%)  
Professional, consulting and management fees   (3,629 )   (1,692 )   (1,937 )   114%  
Foreign exchange loss   (1,756 )   (8,493 )   6,737     (79%)  
Other general and administrative expenses   (977 )   (872 )   (105 )   12%  
Share-based payments   (372 )   (414 )   42     (10%)  
Finance costs   (291 )   (126 )   (165 )   131%  
Interest income   54     660     (606 )   (92%)  
Exploration and evaluation costs   (211 )   (481 )   270     (56%)  
    (35,354 )   (37,666 )   2,312     (6%)  
Net income before tax $ 4,447   $ 3,881   $ 566     15%  
Income tax (expense)   (321 )   -     (321 )   -  
Deferred income tax recovery   18     462     (444 )   (96%)  
Net income (loss) $ 4,144   $ 4,343   $ (199 )   (5%)  



    Three Months ended              
    March 31,
2021
    March 31,
2020
    Movement  
Unrealized loss on foreign currency translation   (11,527 )   (44,699 )   33,172     (74%)  
Comprehensive (loss) $ (7,383 ) $ (40,356 ) $ 32,973     (82%)  
                         
Basic earnings (loss) per share (note 14) $ 0.07   $ 0.08   $ (0.01 )   (13%)  
Diluted earnings (loss) per share (note 14) $ 0.07   $ 0.07   $ -     -  
                         
Cash provided (used) before working capital items $ 12,731   $ (1,322 ) $ 14,053     (1,063%)  
Net cash provided by (used in) operating activities   1,711     (982 )   2,693     (274%)  
Net cash (used in) provided by financing activities   (22,420 )   26,740     (49,160     (184%)  
Net cash (used in) investing activities   (9,075 )   (3,380 )   (5,695 )   168%  
Net change in cash $ (30,452 ) $ 17,795   $ (48,247 )   (271%)  

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

Sales and Trading

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Revenues per pound sold1, 2 $ 6.49   $ 6.00  

1. The revenues per pound reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.

2. Revenues per pound sold are calculated based on the quantity of V2O5 sold during the stated period.


Costs

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Cash operating costs per pound1 $ 3.12   $ 2.99  
             
Cash operating costs excluding royalties per pound1 $ 2.87   $ 2.66  
             
Total cash costs1 $ 4.07   $ 2.87  

1. The cash operating costs per pound, cash operating costs excluding royalties per pound and total cash costs reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.

___________________________________
1 The cash operating costs per pound, cash operating costs excluding royalties per pound and total cash costs reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.


Cash Flows

Operations

 

Production

Production
Pounds

Average Quarterly
V
2O5 price 

Cash operating costs
excluding royalties
1

Total cash
costs
1

Period

Tonnes

Equivalent2

$/lb

$/lb3

$/lb3

Q1 2021

1,986

4,378,375

$7.09

$2.87

$4.07

Q4 2020

3,340

7,363,431

$5.29

$2.56

$3.41

Q3 2020

3,092

6,816,685

$5.33

$3.14

$3.69

Q2 2020

2,562

5,648,236

$6.14

$1.895

$3.685

Q1 2020

2,831

6,241,279

$6.07

$2.66

$2.87

Q4 20194

3,011

6,638,111

$5.37

$2.60

 

Q3 20194

2,952

6,508,038

$7.16

$3.02

 

Q2 20194

2,515

5,544,619

$8.59

$3.34

 

1. The cash operating costs excluding royalties per pound and total cash costs reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.

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

3. For periods prior to Q2 2020, calculated from C$ using average C$/$ foreign exchange rates of 1.32, 1.32, 1.32 and 1.34 for Q1 2020, Q4 2019, Q3 2019 and Q2 2019, respectively. 

4. Q4 2019, Q3 2019 and Q2 2019 have been calculated and presented on a pounds sold basis. Refer to the "Non-GAAP Measures" section of this MD&A.

5. The measure for Q2 2020 includes the benefit of tax credits of $2,187, without which the cash operating costs excluding royalties per pound would be $3.04 and total cash costs would be $4.66.


Selected Quarterly Information

Summary financial information for the eight quarters ended March 31, 2021, prepared in accordance with IFRS (in U.S. dollars):

Period   Revenue     Net
Income (Loss)
    Basic Earnings
(Loss) per Share1
    Total Assets     Non-current
Liabilities
 
Q1 2021 $ 39,801   $ 4,144   $ 0.07   $ 261,018   $ 5,440  
Q4 2020   42,254     6,881     0.12     297,806     6,295  
Q3 2020   27,474     2,549     0.05     272,099     5,857  
Q2 2020   8,350     (7,012 )   (0.12 )   268,874     5,893  
Q1 2020   41,909     4,343     0.08     325,336     6,163  
Q4 2019   25,808     (4,304 )   (0.08 )   357,661     7,342  
Q3 2019   24,131     (5,949 )   (0.11 )   338,467     6,961  
Q2 2019   21,963     (15,298 )   (0.29 )   377,678     7,368  

1. Basic earnings (loss) per share has been adjusted in order to reflect the effect of the share consolidation that was completed on March 4, 2021 (refer to note 12).

Operations 

Maracás Menchen Mine

Recent Developments

Expenditures of $7,347 were capitalized to mine properties, plant and equipment during Q1 2021 (2020 - $19,759), including $2,087 of capitalized waste stripping and push back costs (2020 - $8,512).

The following table is a summary of production statistics at the Maracás Menchen Mine.

    Q1 2021     Q1 2020  
Total Ore Mined (tonnes)   263,966     203,966  
Ore Grade Mined - Effective Grade1 (%)   1.22     1.61  
             
Effective Grade of Ore Milled (%)   1.26     1.59  
Concentrate Produced (tonnes)   100,467     100,072  
Grade of Concentrate (%)   3.21     3.36  
Contained V2O5 (tonnes)   3,223     3,365  
             
Crushing Recovery (%)   96.8     98.3  
Milling Recovery (%)   97.1     98.4  
Kiln Recovery (%)   88.9     88.3  
Leaching Recovery (%)   97.1     96.6  
Chemical Plant Recovery (%)   95.3     96.8  
Global Recovery (%)2   77.4     79.9  
             
V2O5 Produced (Flake + Powder) (tonnes)   1,986     2,831  

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.


The production of 1,986 tonnes of V2O5 in Q1 2021 was 30% lower than the 2,831 tonnes of V2O5 produced in Q1 2020. This reduction is attributable to the planned shutdown to implement upgrades to the kiln and improvements in the cooler in January 2021. The shutdown lasted for 20 days, with a further four months required for the commissioning and ramp up of the new equipment. Following this, the nameplate production capacity will be increased by 10% to 1,100 tonnes of V2O5 per month.

The Q1 2021 global recovery of 77.4% was lower than the 79.9% seen in Q1 2020. The main impacts were the shutdown completed in January 2021 and the subsequent commissioning and ramp up activities in February and March. These activities are expected to be concluded by the end of Q2 2021, when the global recovery is expected to return to the levels seen in 2020.

In Q1 2021, 263,966 tonnes of ore were mined with an effective grade of 1.22% of V2O5. The ore mined in Q1 2021 was 29% higher than in Q1 2020. The Company produced 100,467 tonnes of concentrate with an effective grade of 3.21%.

The COVID-19 restrictions put in place did not have an impact on the Company's operational performance in Q1 2021.

Largo Clean Energy

Recent Developments

During Q1 2021, Largo Clean Energy was focussed on progressing with the certification of its VCHARGE± VRFB under UL1973 and UL9540 requirements to support 2022 project deployments. The manufacturing strategy was developed, and the Company began to establish the supply chain required to deliver on the anticipated project deployment timelines and cost targets. Hiring of additional personnel to support the achievement of these timelines and targets continues, including the appointment of Mr. Salvatore Minopoli as VP of Operations.

Subsequent to Q1 2021, Largo Clean Energy secured a location for its global headquarters, including its product development and stack manufacturing centre, in Massachusetts, U.S. with an expected manufacturing capacity of up to 1.4 gigawatt hours per year. Work continues to secure a location in New Hampshire, U.S., for Largo Clean Energy's future vertically integrated electrolyte production and manufacturing of containerized VRFB systems.

2021 Guidance

The Company has committed a significant proportion of its monthly production in 2021 to sales contracts. The balance of the Company's production will primarily be targeted towards spot sales.

The Company has committed sales of its VPURE+TM and VPURETM products, as well as FeV produced from VPURETM. The Company is confident that its nascent but growing sales and trading division will add significant long-term value to the Company.

The Company's Maracás Menchen Mine continued operations during Q1 2021. The Company continues to monitor the evolving COVID-19 pandemic and has taken preventative measures at its mine site and corporate offices to mitigate potential risks. Although there have been some challenges with logistics, 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. In addition, the restrictions imposed by the government in Brazil have not significantly impacted operations. The Company continues to follow the recommendations provided by health authorities and all corporate office personnel have been instructed to work from home where possible. The Company continues to staff critical functions at the Maracás Menchen Mine and has encouraged those in non-essential roles to work from home.

The Company's 2021 guidance is presented on a "business as usual" basis. The Company continues to monitor measures being imposed by governments globally to reduce the spread of COVID-19 and the impact that this may have on the Company's operations, sales and guidance for 2021. Although these restrictions have not, to date, had a material impact on the Company's operations and sales, the potential future impact of COVID-19 both in Brazil and globally could have a significant impact on the Company's operations, sales efforts and logistics. The Company is continuing to monitor the rapidly developing impacts of the COVID-19 pandemic and will take all possible actions to help minimize the impact on the Company and its people. However, these actions may significantly change the guidance and forecasts presented and will, if and when necessary, update its guidance accordingly.


The Company is proceeding with its previously announced V2O3 project, with 2021 capital expenditures estimated to be in the range of $7,000 to $9,000. On March 18, 2021, the Company announced that its Board of Directors had approved the construction of a new ilmenite concentration plant. The new plant is expected to be ready for its intended use in early 2023 and will have a capacity of approximately 150,000 tonnes of ilmenite concentrate per annum. The advanced engineering and construction of the ilmenite concentration plant is expected to cost approximately $25,200 with the majority of the costs being incurred in 2022.

Refer to the Company's Annual Information Form for the year ended December 31, 2020 for the full discussion of the Company's Risks and Uncertainties, including those relating to the COVID-19 pandemic.

The Company has maintained its 2021 guidance for cash operating costs excluding royalties1 and total cash costs1

      2021 Guidance  
Annual V2O5 equivalent production tonnes   12,000 - 12,500  
Annual V2O5 equivalent sales tonnes   12,250 - 12,750  
         
Cash operating costs excluding royalties1, 2 $/lb   3.10 - 3.30  
Total cash costs1, 2 $/lb   3.50 - 3.70  
         
V2O3 processing plant capital expenditures $   7,000 - 9,000  
         
Sustaining capital expenditures (excluding capitalized stripping costs) $   8,000 - 10,000  

1. The cash operating costs excluding royalties and total cash costs reported are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.

2. These measures exclude royalties.

Reserves and Resources

On October 16, 2017, the Company disclosed mineral reserve and mineral resource estimates with an effective date of May 2, 2017 in a report titled Maracás Menchen Project, Bahia, Brazil An Updated Mine Plan, Mineral Reserve and Preliminary Economic Assessment of the Inferred Resources (the "Technical Report"), prepared by GE21 Consultoria Mineral Ltda ("GE21").

The Mineral Resources for the Campbell Pit are estimated from diamond drill core information stored in a secured central database and were evaluated using a geostatistical block modelling approach. A three-dimensional block model was generated to enable grade estimation. The selected block size was based on the geometry of the domain interpretation and the data configuration. The block size of 5 m E by 5 m N by 5 m RL was selected. The "percent" block modelling technique was used to represent the volume of the interpreted wireframe models. Sufficient variables were included in the block model construction to enable grade estimation and reporting.

Resource estimation for the Campbell Pit was undertaken using ordinary kriging ("OK") as the principal estimation methodology for V2O5. The OK estimates were completed using Gemcom mining software. In 2016, Largo updated mineral resource estimate for the Campbell Pit as a result of depletion of mined resources. This Measured and Indicated resource was used to update the reserve and used for the new mine plan presented in the Technical Report prepared by GE21.

The new block model incorporates percent magnetics (percent of magnetic minerals in the mineralized rock) and magnetite concentrate grade for V2O5 and silicon dioxide ("SiO2"). No new drilling was available for the estimate; however, it was adjusted for mining completed to date. The updated Mineral Resources for the Campbell Pit are presented below:



Campbell Mineral Resources - Maracás Menchen Mine

Effective date: May 2, 2017

Category

Tonnes

(million)

V2O5 head grade

(%)

V2O5 contained

(kt)

V2O5 in concentrate

(%)

Magnetics

(%)

Measured (M)

18.08

1.19

215.0

3.19

30.55

Indicated (I)

1.70

1.28

21.7

3.12

34.64

Total M&I

19.78

1.20

236.7

3.19

30.90

Inferred

1.65

1.20

19.8

3.10

33.08

Resources within a pit shell using $34.20/t all in operating cost and reported at a 0.45% V2O5 cut-off, reviewed and confirmed by Fabio Valério Xavier (GE21).

Mineral Reserves have been estimated for the Campbell Pit with an effective date of May 2, 2017. The mine plan developed in the Technical Report is based on Measured and Indicated resources only as delineated in the table above. Reserves are reported using a sales price of $6.34 per lb of V2O5. The ultimate pit design and mine plan was done to optimize kiln feed. The open pit Mineral Reserve estimate is based on a mine plan and open pit designs developed using modifying parameters including metal prices, metal recovery based on performance of the processing plant, operating and sustaining capital cost estimates based on the production schedule and equipment requirements. Other factors including; dilution, mining recovery, shipping terms, geotechnical characteristics of the rock mass, and the likelihood of obtaining land title, required permits environmental, social and legal licenses may affect the final Mineral Resources and Reserves.

The Mineral Reserves presented below were estimated by Porfírio Cabaleiro Rodriguez of GE21, who is a qualified person under NI 43-101 and a Member of the Australian Institute of Geoscientists.

Campbell Mineral Reserves - Maracás Menchen Mine

Block dimensions 5x5x5 (m) - Mine Recovery 100% and Dilution 5%

Effective date: May 2, 2017

Reserve Category

Tonnage

(kt)

V2O5 head grade

(%)

Magnetics

(%)

V2O5 in concentrate

(%)

Contained V2O5

(kt)

Proven

17,570

1.14

29.66

3.21

167.3

Probable

1,440

1.26

33.89

3.20

15.6

Total in pit Reserve

19,010

1.15

29.98

3.21

182.9

Notes to mineral reserve and mineral resource estimates:

1. A probable mineral reserve is the economically mineable part of an indicated mineral resource, and in some circumstances, measured mineral resource.

2. A proven mineral reserve is, in most common circumstances, the economically mineable part of a measured mineral resource.

3. Mineral reserves are included in measured and indicated resources.

4. The reference point at which mineral reserves are defined is the point where the ore is delivered from the open pit to the crushing plant.

5. The mineral resource and mineral reserve estimates are reported in accordance with the National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) and the CIM Definition Standards on Mineral Resources and Reserves (CIM Definition Standards) as a minimum standard.

The Company also completed a revised block model and updated mineral resource estimate for the Near Mine Targets incorporating the drilling from the 2011 program including 72 holes totalling 13,401 metres. The Near Mine Targets extend north from the Campbell Pit for eight kilometres and include from south to north: Gulçari A Norte, Gulçari B, São José, Novo Amparo and Novo Amparo Norte. All are hosted in the Rio Jacaré Intrusion.

The Mineral Resources presented in the following table are considered current (subject to the update for Novo Amparo Norte in the following "Recent Developments" section) and do not include any drill results from the 2018 or 2019 drill programs.



Near Mine Targets Mineral Resources

Effective date: May 2, 2017

Deposits

Category

Tonnes

(kt)

V2O5

(%)

Contained V2O5

(t)

Gulçari A Norte**

Inferred

9,730

0.84

81,388

Gulçari B**

Inferred

2,910

0.70

20,312

Novo Amparo**

Inferred

1,560

0.72

11,255

Novo Amparo Norte**

Inferred

9,720

0.87

84,453

São José**

Inferred

3,900

0.89

34,706

Satellite Deposits (Total)**

Inferred

27,820

0.83

232,114

** Resources within a pit shell using $34.20/t all in operating cost and reported at a 0.45% V2O5 cut-off, reviewed and confirmed by Porfírio Cabaleiro Rodriguez (GE21).

Notes to mineral reserve and mineral resource estimates:

1. Mineral resources within a pit shell using $34.20/t all in operating cost and reported at a 0.45% V2O5 cut-off, reviewed and confirmed by Fabio Valério Xavier (GE21).

2. Mineral resources are classified as measured, indicated and inferred based on relative levels of confidence in their estimation and on technical and economic parameters consistent with the methods most suitable to their potential commercial exploitation.

3. The mineral resource and mineral reserve estimates are reported in accordance with the National Instrument 43-101 - Standards of Disclosure for Mineral Projects (NI 43-101) and the CIM Definition Standards on Mineral Resources and Reserves (CIM Definition Standards) as a minimum standard.

4. The PEA is preliminary in nature and includes only inferred mineral resources that are considered too speculative geologically to have any economic consideration applied to them that would enable them to be categorized as a mineral reserve.  There is no certainty that the PEA will be realized. These results have no impact on the results of any pre-feasibility or feasibility with respect to the Maracás Menchen Mine.

GE21 recommended the Near Mine Targets be developed sequentially as follows: Novo Amparo Norte, Gulçari A Norte & Gulçari B, São José, Campbell in pit resources and Novo Amparo.

The Technical Report prepared by GE21 was designed to allow the Company to more fully optimize operations in order to maximize the Maracás Menchen Mine's NPV and is based on the production of V2O5 from the Maracás Menchen Mine's mineral resources as well as from its established mineral reserves. The report does not provide any credit for by-products, however Largo will continue to evaluate the technical and economic viability of all potential by-products. The Technical Report respects the definition of PEA as described in the CSA Staff Notice 43-307 - Mining Technical Report - Preliminary Economic Assessments, issued by the Canadian Securities Administrators on August 16, 2012.

Qualified Persons

Porfírio Cabaleiro Rodriguez, Mining Engineer, BSc (Mine Eng), MAIG employed by GE21, Leonardo Apparicio da Silva, Mining Engineer, BSc (Min Eng), MSc (Met Eng), MAIG associated to GE21, and Fabio Valerio Xavier, Geologist, BSc, Geol, MAIG associated to GE21, are the Qualified Persons as defined in NI 43-101 responsible for the Technical Report and are all independent of the Company.

Quality Assurance Quality Control

The scientific and technical information in this reserves and resources section of the MD&A has been reviewed and approved by Porfírio Cabaleiro Rodriguez, Mining Engineer, BSc (Mine Eng), MAIG, GE21 director; Leonardo Apparicio da Silva, Mining Engineer, BSc (Min Eng), MSc (Met Eng), MAIG; and Fabio Valerio Xavier, Geologist, BSc, Geol, MAIG, both employed by GE21, all of whom are Qualified Persons as defined in NI 43-101.

Recent Developments

The Company completed a two-phase exploration program in 2018. Phase I was an in-pit drill program designed to further define the reserve block model for production over the next two to three years in the Campbell Pit. This program began in the middle of April 2018 and was completed on May 30, 2018. The in-pit program completed 31 holes totalling 2,323 metres. The data was modelled and used for mine planning and development purposes. Consultants from GE21 assisted in the modelling.

Phase II included a 4,950 metre drilling program focused on upgrading and expanding the Near Mine Targets and along strike high priority targets. Drilling began on June 4, 2018 with two rigs focused at Novo Amparo Norte and the Company completed 24 holes totalling 4,223 metres prior to December 31, 2018. This included 13 infill and 11 step out holes. On December 19, 2018, the Company announced that this program had expanded the mineralization to the north and south at Novo Amparo Norte. Infill drilling was designed to upgrade the resource category at Novo Amparo Norte. Additionally, seven holes were drilled on targets south of the Campbell Pit. The drill program was completed on October 23, 2018.


The Company extended the Phase II definition drilling program at Novo Amparo Norte in the first quarter of 2019.  Diamond drilling was initiated at Novo Amparo Norte on January 15, 2019. In total, 47 diamond drill holes (5,404 metres) were completed. The work focused on increasing confidence in the resource categories and extending mineralisation at depth and along strike. This program was completed mid-February 2019. On June 11, 2019, the Company reported a new resource estimate for Novo Amparo Norte based on 12,911 metres (88 drill holes) of drilling with an effective date of May 31, 2019.

Novo Amparo Norte Mineral Resources

Effective date: May 31, 2019

Category

Tonnes

(million)

V2O5 head grade

(%)

Magnetics

(%)

Magnetic concentrate V2O5

(%)

V2O5 contained in

magnetic concentrate (t)

Measured (M)

6.25

0.91

33.1

2.32

48,046

Indicated (I)

5.98

0.85

28.1

2.50

41,996

Total M&I

12.23

0.88

30.7

2.41

90,042

Inferred

11.33

0.90

31.2

2.46

86,960

1. Mineral Resources have been classified using the Canadian Institute of Mining, Metallurgy and Petroleum ("CIM"), CIM Standards on Mineral Resources and Reserves, Definitions and Guidelines prepared by the CIM Standing Committee on Reserve Definitions and adopted by the CIM Council.

2. Mineral Resources which are not Mineral Reserves do not have demonstrated economic viability.  The Inferred Mineral Resource in this estimate has a lower level of confidence than that applied to the Measured and Indicated Mineral Resource.  It is reasonably expected that a portion of the Inferred Mineral Resource could be upgraded to an Indicated Mineral Resource with continued exploration.

3. Magnetic content is determined by Davis Tube Test methodology.  V2O5 content of the magnetic concentrate was determined by XRF79C methodology at the SGS facility in Belo Horizonte, Brazil.

4. Assuming only mineralized zones grading 0.45% V2O5 or greater

5. Numbers may not add up exactly due to rounding.

For the remainder of 2019, drilling focused on the other Near Mine Targets. In total 4,646 metres (24 drill holes) of drilling were completed at the Novo Amparo deposit and 2,813 metres (18 holes) of drilling were completed at the São José deposit. Further drilling was carried out on the Gulçari A Norte and Gulçari B (now considered as one target - "Gulçari A Norte"). Drilling on all targets focused on extending and upgrading known mineralization as defined in the 2017 Technical Report. The Company also completed 1,177 metres of drilling (three holes) near the Campbell deposit to explore for target horizons down dip and along strike of the current reserve area. Finally, 2,313 metres (16 holes) where completed on the Gulçari A South deposit.

Based on all diamond drilling across the Near Mine Targets, a new geological interpretation of the Rio Jacaré intrusion was formulated that has helped the Company to better understand the intrusive complex and improve drilling targeting and interpretation of mineralized zones. Diamond drilling was completed in early December 2019 and all analytical data has now been received.

After delays experienced in early 2020 due to the COVID-19 pandemic, exploration drilling was ramped up and 14,133 metres of drilling (80 holes) was completed in Q3 2020. Drilling focused on definition drilling at Novo Amparo Norte, Gulçari A Norte and additional drilling at the Campbell Pit.

In Q4 2020 the Company completed drilling at Novo Amparo Norte and Gulçari A Norte and continued its definition drill program focusing on São José (2,475 metres in 15 holes) and Novo Amparo (2,261 metres in 14 holes).  In total in Q4 2020, the Company drilled 10,638 metres in 60 diamond drill holes. The Company initiated drilling at the Campbell Pit and drilled one condemnation hole within the new waste pile area. During 2020 the Company completed 24,771 metres in 125 holes, including 8,188 metres (32 holes) at Novo Amparo Norte, 6,898 metres (45 holes) at Gulçari A Norte, 2,475 metres (15 holes) at São José, 2,261 metres (14 holes) at Novo Amparo, 4,761 metres (19 holes) at the Campbell Pit and one condemnation hole (188 metres). 2020 drilling was completed on December 17th, 2020.

No drilling was carried out in Q1 2021 and exploration work focused on the processing of drilling and other geological data from the 2020 program in advance of additional geological and block modelling.


Outlook

The Company has developed an Exploration Master Plan ("EMP") for 2019 to 2021 to advance known deposits, increase resources and reserves, further evaluate the potential for along strike continuation of the vanadium rich magnetite mineralization and to maintain the Company's mineral concessions to the north and south of the Campbell deposit. The EMP includes ground magnetic surveys, mapping, sampling, soil sampling, drilling and modelling of deposits on the mineral concessions. Where required, landowners are being contacted for permission to access their lands to perform exploration work. In addition, necessary permits for vegetation suppression are in process and upon receipt, the Company will continue with its planned exploration program.

The Company is currently reviewing this plan and updating it to reflect the work completed to date and new targets generated by the exploration work. 

The Company has planned for 10,000 metres of drilling in 2021, focusing on the Campbell Pit and areas requiring work to maintain the concessions in good standing in accordance with the applicable rules and regulations in Brazil.  Drilling is expected to commence in Q2 2021. Work on the Campbell Pit will focus on drilling to aid in developing a short-term block model to inform the mining process and also to complete drilling on down dip targets previously identified.

Exploration on the South Block will include a soil geochemistry sampling survey to identify areas of anomalous mineralisation associated with known magnetic anomalies to further refine exploration targeting. 

Campo Alegre de Lourdes

Recent Developments

The Company completed a 1,200-metre drilling program in December 2018 and has finalized the geological and structural mapping needed to satisfy the Company's contractual requirements and to develop the Company's knowledge of mineralization.

In Q3 2019, a limited drill program was completed at the Morro Branca target at the Campo Alegre de Lourdes project.  From July 5 to August 5, 2019 the Company completed six diamond drill holes (1,016 metres) to test down dip extension of mineralisation and to collect material for additional metallurgical testing at the Morro Branca target.  Internal studies to determine potential recovery of both V2O5 and titanium dioxide ("TiO2") from the vanadiferous titanomagnetite ("VTM") mineralisation are being complimented with additional work currently underway at SGS Lakefield's facility in Canada.  This metallurgical testing continues and is being supplemented through the Company's internal work. The agreement with Companhia Baiana de Pesquisa Mineral ("CBPM") expired on January 11, 2020.  Prior to expiration the Company met with CBPM representatives and agreed to extend the Research Agreement for an additional two years to allow the Company to continue to evaluate the geological and economic potential of the project and the renewed agreement now extends the working relationship to January 11, 2022.

During Q1 2021, the Company incurred $nil in expenditures (Q1 2020 - $57) at the Campo Alegre de Lourdes project.

Outlook

Metallurgical work planned in 2020 was delayed due to the COVID-19 pandemic. The Company will look to complete this testing in 2021 and develop an exploration program based on these, and other technical results.

Northern Dancer

Recent Developments

Management is not conducting any further work at this time on the Northern Dancer property, as the majority of the Company's efforts are focused on the Maracás Menchen Mine.   

During Q1 2021, the Company incurred $2 in expenditures (Q1 2020 - $2) at the Northern Dancer project.

Outlook

Management is not planning any significant expenditures for the foreseeable future. The Company was issued with an amended Inspector's Direction for reclamation work with respect to historic drill roads and drill sites on the property. Due to COVID-19 restrictions for travel and work as defined by the Yukon Territory government, the time frame to complete this work was extended to July 1, 2021. The Company is in the process of assessing the Inspector's Direction and developing an action plan to resolve the outstanding issues.


Currais Novos Tungsten Tailings Project

Recent Developments

Management is not conducting any work at this time on the Currais Novos Tungsten Tailings Project, as the majority of the Company's efforts are focused on the Maracás Menchen Mine.   

Outlook

Management is not planning any significant expenditures for the foreseeable future.

Financial Instruments

Financial assets and financial liabilities at March 31, 2021 and December 31, 2020 were as follows:

    March 31,
2021
    December 31,
2020
 
Cash $ 48,693   $ 79,145  
Restricted cash   146     -  
Amounts receivable   17,489     13,791  
Accounts payable and accrued liabilities   11,485     15,968  
Debt   -     24,788  

The Company's risk exposures and the impact on the Company's financial instruments are summarized in note 19. 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, 2020, the price per lb of V2O5 was between $5.30 and $5.50. This increased to a range of between $8.00 and $8.50 at March 31, 2021, with an average of approximately $7.09 for Q1 2021, compared with approximately $5.29 for Q4 2020 and $6.07 for Q1 2020.

The average price per lb of V2O5 was approximately $8.04 for April 2021. At the date of the MD&A, the market price of V2O5 was in a range of $6.90 to $8.50 per lb.

The Company is continuing to monitor the rapidly developing impacts of the COVID-19 pandemic and will take all possible actions to help minimize the impact on the Company and its people. 

The adequacy of the Company's capital structure is assessed on an ongoing basis and adjusted as necessary after taking into consideration the Company's strategy, vanadium prices, economic conditions and associated risks. To maintain or adjust its capital structure, the Company may adjust capital expenditures, issue new common shares or take on new debt. At March 31, 2021, the Company's debt balance was $nil following the settlement of the two credit facilities as described below and in note 11.

Credit facilities

On March 18, 2020, the Company secured a $13,000 credit facility with a bank in Brazil. This facility was fully drawn down and proceeds of R$65,980 ($13,000) were received on March 20, 2020. This facility was due to be repaid as a lump sum payment on March 12, 2021, together with accrued interest at a rate of 3.35% per annum.

On March 24, 2020 the Company secured a $11,788 credit facility with a second bank in Brazil. This facility was fully drawn down and proceeds of R$60,000 ($11,788) were received on March 24, 2020. This facility was due to be repaid as a lump sum payment on March 18, 2021, together with accrued interest at a rate of 6.29% per annum.

Between January 29, 2021 and February 3, 2021, the Company completed the settlement of the two outstanding credit facilities through the repayment in full of the outstanding principal amounts of $13,000 and $11,788, plus accrued and unpaid interest.


On May 11, 2021, the Company secured and drew down a $15,000 working capital financing facility with a bank in Brazil. This facility is due to be repaid as a lump sum in one year together with accrued interest at a rate of 2.28% per annum.

Maracás Menchen Mine

The Company's vanadium production commenced during August 2014, with the first sale of V2O5 flake concluded during September 2014. Since this time, the Company has continued to further ramp up the production and sales of V2O5, as described in the "Maracás Menchen Mine" section above. In connection with the ramp-up, the Company has also evaluated its future financial requirements, including inter alia its sustaining capital and working capital needs for the next 12 months.

At March 31, 2021, the Company had an accumulated deficit of $67,754 since inception (December 31, 2020 - $71,903) and had a net working capital surplus of $97,641 (December 31, 2020 -$92,950) (defined as current assets less current liabilities). At March 31, 2021, the total amount due within 12 months on the Company's debt was $nil (December 31, 2020 - $24,788).

The following table details the Company's expected remaining contractual cash flow requirements at March 31, 2021 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 $ 11,485   $ -   $ -   $ -  
Operating and purchase commitments   9,877     1,424     263     -  
  $ 21,362   $ 1,424   $ 263   $ -  

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 $48,693 (December 31, 2020 - $79,145). As a consequence of vanadium price fluctuations in recent years, a risk may exist that the Company will not have sufficient liquidity to meet its obligations as they come due.

Outstanding Share Data

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

At March 31, 2021, there were 64,561 common shares of the Company outstanding. At the date of this MD&A, there were 64,567 common shares of the Company outstanding.

At March 31, 2021, under the share compensation plan of the Company, 216 RSUs were outstanding and 657 stock options were outstanding with exercise prices ranging from C$4.55 to C$30.40 and expiry dates ranging between September 16, 2021 and March 24, 2026. If exercised, the Company would receive proceeds of C$6,483. The weighted average exercise price of the stock options outstanding is C$9.87.

As of the date of this MD&A, 211 RSUs and 656 stock options were outstanding with exercise prices ranging from C$4.55 to C$30.40 and expiry dates ranging between September 16, 2021 and March 24, 2026.

At March 31, 2021, 1,859 common share purchase warrants were outstanding with exercise prices ranging from C$11.50 to C$13.00 and expiring between December 1, 2022 and December 8, 2025. If these warrants were exercised, the Company would receive proceeds of C$21,916. The weighted average exercise price of the warrants is C$11.79.

As of the date of this MD&A, 1,859 common share purchase warrants were outstanding with exercise prices ranging from C$11.50 to C$13.00 and expiring between December 1, 2022 and December 8, 2025.


Transactions With Related Parties

The Q1 2021 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, 2020. The Company had transactions with related parties during Q1 2021. Refer to note 16.

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 profile of the Company on SEDAR at www.sedar.com.

Commitments And Contingencies

At March 31, 2021, the Company was party to certain management and consulting contracts. Minimum commitments under the agreements are approximately $2,575 and all payable within one year. These contracts also require that additional payments of up to approximately $3,863 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 2008, Largo agreed to sell 100% of its vanadium production under an off-take agreement which, following the election by the Company, expired at the end of April 2020. The Company has entered into a number of contracts with third party customers to deliver monthly quantities of the Company's vanadium products. A significant proportion of the Company's monthly vanadium production in 2021 has been committed.

The Company's mining and exploration activities are subject to various federal, provincial and international laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company has made payments to comply with such laws and regulations.

The Company indemnifies its directors and officers against any and all claims or losses reasonably incurred in the performance of their service to the Company to the extent permitted by law. The Company has acquired and maintains liability insurance for its directors and officers.

The Company is committed to a minimum amount of rental payments under five leases of office space which expire between October 31, 2021 and December 31, 2023. Minimum rental commitments remaining under the leases are approximately $525, including $264 due within one year. In addition, minimum rental commitments remaining under other short-term leases are approximately $9, all due within one year.

At the Company's Maracás Menchen Mine, the Company has entered into purchase order contracts with remaining amounts due related to goods not received or services not rendered as of March 31, 2021 of $8,454.

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. At March 31, 2021 two such proceedings were ongoing, each in Brazil. The first relates to a supply agreement for the Maracás Menchen Mine which was filed with the courts in October 2014. The amount claimed totals R$9,900 ($1,738), with a counterclaim filed by Vanádio for R$10,700 ($1,878). A provision of R$1,281 ($225) has been recognized at March 31, 2021 for the probable loss (December 31, 2020 - R$1,281 ($247)). The second proceeding relates to a consulting agreement dispute for which R$3,900 ($685) (December 31, 2020 - R$3,900 ($750)) has been claimed against two of the Company's subsidiaries. No provision has been recognized for this proceeding. The Company and its subsidiaries are also party to legal proceedings regarding labour matters. A provision was recorded at December 31, 2020 for such proceedings in an amount of R$3,538 ($681). At March 31, 2021, the provision recognized was R$3,629 ($637). The outcome of these proceedings remains dependent on the final judgment, which the Company does not expect to be delivered within the next 12 months. 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. Should any losses result from the resolution of these claims and disputes, they will be charged to operations in the period that they are determined.


Disclosure Controls And Procedures And Internal Controls Over Financial Reporting

Disclosure Controls and Procedures

The Company's disclosure controls and procedures ("DC&P") are designed to provide reasonable assurance that all relevant information is communicated to management to allow timely decisions regarding required disclosure. An evaluation of the effectiveness of the Company's DC&P, as defined under the rules of the Canadian Securities Administration, was conducted as at December 31, 2020 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, 2020 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, 2020 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:

The Company's management, under supervision of the CEO and CFO, assessed the effectiveness of the Company's ICFR based on the criteria established in Internal Control - Integrated Framework (2013) issued by The Committee of Sponsoring Organizations of the Treadway Commission and concluded that as at December 31, 2020, the Company's ICFR was effective.

During the three months ended March 31, 2021, the Company did not make any significant changes to its ICFR that would have materially affected, or reasonably likely to materially affect, its ICFR.

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

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

Significant Accounting Judgments, Estimates And Assumptions

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


Significant areas requiring the use of estimates and assumptions relate to the determination of mineral reserve estimates and the impact on stripping costs, useful lives of mine properties, plant and equipment, impairment analysis of non-financial assets, estimates of the timing of outlays for asset retirement obligations and the determination of functional currencies. Other significant areas include the valuation of mine properties, plant and equipment and development properties, estimates of provisions for environmental rehabilitation, current and deferred taxes and contingencies. Refer to note 4(d) of the annual consolidated financial statements for the year ended December 31, 2020 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 Q1 2021 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, 2020.

Non-GAAP2  Measures

The Company uses certain non-GAAP financial performance measures in its MD&A, which are described in the following section.

Revenues Per Pound

The Company's MD&A refers to revenues per pound sold, a non-GAAP performance measure that is used to provide investors with information about a key measure used by management to monitor performance of the Company.

This measure, along with cash operating costs and total cash costs, is considered to be one of the key indicators of the Company's ability to generate operating earnings and cash flow from its Maracás Menchen Mine and sales activities. This revenues per pound measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is 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. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of this measure per pound sold to revenues as per the Q1 2021 unaudited condensed interim consolidated financial statements.

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Revenues1 $ 39,801   $ 41,909  
V2O5 equivalent sold (000s lb)   6,135     6,989  
Revenues per pound sold ($/lb) $ 6.49   $ 6.00  

1. As per note 20.

Cash Operating Costs Per Pound

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

___________________________________
2 GAAP - Generally Accepted Accounting Principles.


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. These costs are then divided by the pounds of vanadium sold that were produced by the Maracás Menchen Mine to arrive at the cash operating costs per pound. This measure differs to the new total cash costs non-GAAP measure the Company uses to measure its overall performance (see later in this section). 

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

In addition, the Company's MD&A refers to cash operating costs excluding royalties. This is a non-GAAP performance measure and is calculated as cash operating costs less royalties, as disclosed in the following table.

The following table provides a reconciliation of cash operating costs per pound for the Maracás Menchen Mine to operating costs as per the Q1 2021 unaudited condensed interim consolidated financial statements.

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Operating costs1 $ 28,172   $ 26,248  
Professional, consulting and management fees2   1,030     835  
Other general and administrative expenses2   223     237  
Less: conversion costs1   (2,229 )   -  
Less: product acquisition costs1   (2,508 )   -  
Less: distribution costs1   (1,169 )   -  
Less: inventory write-down1   (2 )   -  
Less: depreciation and amortization expense1   (5,250 )   (6,447 )
Cash operating costs   18,267     20,873  
Less: royalties1   (1,470 )   (2,307 )
Cash operating costs excluding royalties   16,797     18,566  
Produced V2O5 sold (000s lb)   5,850     6,989  
Cash operating costs per pound ($/lb) $ 3.12   $ 2.99  
Cash operating costs excluding royalties per pound ($/lb) $ 2.87   $ 2.66  

1. As per note 21.

2. As per the Mine properties segment in note 17.

Total Cash Costs

The Company's MD&A refers to total cash costs, a non-GAAP performance measure, 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 Company is performing at producing and selling vanadium products compared to plan and prior periods, and also to assess its overall effectiveness and efficiency.

Total cash costs are a non-GAAP performance measure that includes all operating costs, sales and distribution costs and the Company's total professional, consulting and management fees and other general and administrative expenses, except those incurred in the Company's Largo Clean Energy division. Total cash costs exclude royalties, depreciation and amortization, share-based payments, foreign exchange gains or losses, commissions, reclamation costs, exploration and evaluation costs, capital expenditures and all costs incurred in the Company's Largo Clean Energy division. These costs are then divided by the total pounds of vanadium sold by the Company to arrive at total cash costs.


This measure differs from cash operating costs per pound in that it includes all operating costs, sales and distribution costs, professional, consulting and management fees and other general and administrative expenses (except those incurred in the Company's Largo Clean Energy division), rather than just those costs from the Mine properties segment, and is calculated on total V2O5 equivalent pounds sold rather than pounds sold that were produced by the Maracás Menchen Mine. The Company believes this will be a more accurate reflection of its all-in unit costs. 

This total cash costs measure does not have any standardized meaning prescribed by IFRS and differs from measures determined in accordance with IFRS. This measure is 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. This measure is not necessarily indicative of net earnings or cash flow from operating activities as determined under IFRS.

The following table provides a reconciliation of total cash costs to operating costs as per the Q1 2021 unaudited condensed interim consolidated financial statements.

    Three months ended  
    March 31,
2021
    March 31,
2020
 
Operating costs1 $ 28,172   $ 26,248  
Professional, consulting and management fees2   2,810     1,692  
Other general and administrative expenses2   694     872  
Less: depreciation and amortization expense1   (5,250 )   (6,447 )
Less: royalties1   (1,470 )   (2,307 )
  $ 24,956   $ 20,058  
V2O5 equivalent sold (000s lb)   6,135     6,989  
Total cash costs ($/lb) $ 4.07   $ 2.87  

1. As per note 21.

2. As per the sum of the Sales & trading, Mine properties and Corporate segments in note 17.

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. 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, 2020, which is filed on www.sedar.com and www.sec.gov.

Cautionary Statement Regarding Forward-Looking Information

The information presented in this MD&A contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws concerning the Company's projects, capital, anticipated financial performance, business prospects and strategies and other general matters. Forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". All information contained in this MD&A, other than statements of current and historical fact, is forward looking information. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company or Largo Clean Energy to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the Annual Information Form of the Company and in its public documents filed on www.sedar.com and www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Company does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.


Trademarks are owned by Largo Resources Ltd.

Forward‐looking information in this MD&A includes, but is not limited to, statements with respect to the timing and amount of estimated future production and sales; costs of future activities and operations; the extent of capital and operating expenditures; the iron ore price environment, the timing and cost related to the build out of the ilmenite plan, eventual production from the ilmenite plant, the ability to sell ilmenite on a profitable basis and the extent and overall impact of the COVID-19 pandemic in Brazil and globally. 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 VRFB business, the Company's ability to protect and develop its technology, the Company's ability to maintain its IP, the Company's ability to market and sell its VCHARGE± battery system on specification and at a competitive price, the Company's ability to secure the required production resources to build its VCHARGE± battery system, and the adoption of VFRB technology generally in the market.

The following are some of the assumptions upon which forward-looking information is based: that general business and economic conditions will not change in a material adverse manner; demand for, and stable or improving price of V2O5, other vanadium commodities, iron ore and ilmenite; receipt of regulatory and governmental approvals, permits and renewals in a timely manner; that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company's operations at the Maracás Menchen Mine or relating to Largo Clean Energy; the availability of financing for operations and development; 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); that the Company's current plans for iron ore, ilmenite and VRFBs can be achieved; the Company's ability to attract and retain skilled personnel and directors; and the accuracy of the Company's mineral resource estimates (including size, grade and recoverability) and the geological, operational and price assumptions on which these are based.

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 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; 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; 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, 2020 which is filed on www.sedar.com and www.sec.gov, and any additional risks as included in "Risks and Uncertainties" above. Assumptions relating to the potential mineralization of the Maracás Menchen Mine are discussed in the Technical Report. Statements relating to mineral resources are also forward-looking information, as they involve the implied assessment, based on certain estimates and assumptions that the mineral resources described can be profitably produced in the future. There is no certainty that it will be commercially viable to produce any portion of the mineral resources.


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

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

Forward-looking
Statements

Assumptions

Risk Factors

The Q1 2021 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 $nil.

Production volumes are expected to achieve the expanded nameplate capacity of 1,100 tonnes per month during 2021.

 

 

 

2021 Production Guidance:

12,000 - 12,500 tonnes

The Company assumes that consistent production levels will reach a level of or in excess of 1,100 tonnes per month by the end of Q2 2021.

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 forecast may constitute defaults under such debt financing, which could result in the Company having to repay loans.




Forward-looking
Statements

Assumptions

Risk Factors

2021 Costs Guidance:

 

Cash operating costs excluding royalties1

$3.10 - 3.30

 

Total cash costs1

$3.50 - 3.70

 

1 These measures are on a non-GAAP basis. Refer to the "Non-GAAP Measures" section of this MD&A.

 

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).

Sustaining capital expenditures of approximately $8,000 to $10,000 are expected to be required in 2021 to reach and sustain the operational capacity to produce 1,100 tonnes per month (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; and fluctuating metal prices and currency exchange rates.

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

Investors are advised that National Instrument 43-101 of the Canadian Securities Administrators ("NI 43-101") requires that each category of mineral reserves and mineral resources be reported separately.  Mineral resources that are not mineral reserves do not have demonstrated economic viability.

Cautionary Note to U.S. Investors Concerning Estimates of Measured, Indicated or Inferred Resources

This MD&A uses the terms "measured", "indicated" and "inferred" mineral resources. United States investors are advised that while such terms are recognized and required by Canadian regulations, the United States Securities and Exchange Commission does not recognize them. Inferred mineral resources have a great amount of uncertainty as to their existence, and as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. Under Canadian rules, estimates of inferred mineral resources may not form the basis of feasibility or other economic studies. United States investors are cautioned not to assume that all or any part of measured or indicated mineral resources will ever be converted into mineral reserves. United States investors are also cautioned not to assume that all or any part of an inferred mineral resource exists or is economically or legally mineable.

 





FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Paulo Misk, Chief Executive Officer of LARGO RESOURCES LTD., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO RESOURCES LTD. (the "issuer") for the interim period ended March 31, 2021.

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.

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

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A


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6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 12, 2021

/s/ "Paulo Misk"                       
Paulo Misk
Chief Executive Officer

 



FORM 52-109F2

CERTIFICATION OF INTERIM FILINGS
FULL CERTIFICATE

I, Ernest Cleave, Chief Financial Officer of LARGO RESOURCES LTD., certify the following:

1. Review: I have reviewed the interim financial report and interim MD&A (together, the "interim filings") of LARGO RESOURCES LTD. (the "issuer") for the interim period ended March 31, 2021.

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.

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

5.2 ICFR - material weakness relating to design: N/A

5.3 Limitation on scope of design: N/A


- 2 -

6. Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer's ICFR that occurred during the period beginning on January 1, 2021 and ended on March 31, 2021 that has materially affected, or is reasonably likely to materially affect, the issuer's ICFR.

Date: May 12, 2021

/s/ "Ernest Cleave"               
Ernest Cleave
Chief Financial Officer