ANNUAL INFORMATION FORM

FOR THE YEAR ENDED DECEMBER 31, 2022

Dated as of March 9, 2023

TABLE OF CONTENTS

Page

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

1

CAUTIONARY NOTE TO UNITED STATES INVESTORS

4

MARKET AND INDUSTRY DATA

5

OTHER INFORMATION

5

QUALIFIED PERSON

5

CURRENCY PRESENTATION AND DATE OF INFORMATION

5

NON-GAAP MEASURES

6

CORPORATE STRUCTURE

7

GENERAL DEVELOPMENT OF THE BUSINESS

8

DESCRIPTION OF THE BUSINESS

14

RISK FACTORS

38

DIVIDENDS

66

DESCRIPTION OF CAPITAL STRUCTURE

66

MARKET FOR SECURITIES

66

DIRECTORS AND OFFICERS

67

AUDIT COMMITTEE DISCLOSURE

71

LEGAL PROCEEDINGS AND REGULATORY ACTIONS

72

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

72

TRANSFER AGENT AND REGISTRAR

72

MATERIAL CONTRACTS

73

INTERESTS OF EXPERTS

73

ADDITIONAL INFORMATION

73

SCHEDULE A - GLOSSARY

SCHEDULE B - AUDIT COMMITTEE CHARTER LARGO INC.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This AIF, including documents incorporated by reference herein, contains "forward-looking information" and "forward-looking statements" within the meaning of applicable Canadian and United States securities laws (together, "forward-lookinginformation") concerning the Company's projects, capital, anticipated financial performance, business prospects and strategies and other general matters. These statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those included in the forward-looking information. The use of words such as "intend", "anticipate", "continue", "estimate", "expect", "may", "will", "project", "should", "believe" and similar expressions are intended to identify forward-looking information. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may constitute forward-looking information. 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.

Forward-looking information includes, without limitation, statements with respect to:

  • the Company's sales operations and anticipated sales of vanadium products, ilmenite and TiO2 and vanadium redox flow battery ("VRFB") products;
  • the timing and amount of estimated future production and sales;
  • costs of future activities and operations;
  • the extent of capital and operating expenditures;
  • the timing and cost related to the build out of the ilmenite plant and the titanium project;
  • eventual production from the ilmenite plant and/or the titanium project;
  • the Company's ability to sell ilmenite, titanium dioxide pigment, V2O5 or other vanadium commodities on a profitable basis;
  • the Company's ability to produce V2O5, FeV and V2O3 according to customer specifications;
  • expectations regarding the continuity of mineral deposits;
  • future prices of V2O5, V2O3, TiO2 and ilmenite;
  • future production at our Maracás Menchen Mine;
  • the extent and overall impact of the COVID-19 pandemic in Brazil and globally;
  • the extent and impact of global freight delays and higher inventory transit time;
  • the Company's ability to build, finance and operate a profitable VRFB business including the expected manufacturing capacity of the Largo Clean Energy Corp. ("Largo Clean Energy" or "LCE") plant;
  • the projected timing and cost of the completion of the Enel Green Power España ("EGPE") project;
  • the Company's ability to negotiate and enter into a joint venture agreement with Ansaldo Green Tech S.P.A. ("AGT") on terms satisfactory to the Company;
  • the competitiveness of the Company's VRFB products in the long duration energy storage ("LDES") systems market;
  • the Company's ability to maintain, protect and develop its intellectual property and technology;
  • the Company's ability to market, sell and fulfill orders for its VCHARGE battery system on specification and at a competitive price;
  • the Company's ability to secure the required resources to build its VCHARGE battery;
  • the adoption of VRFB technology generally in the market;
  • the cost of producing and implementing the VRFB products;
  • the anticipated termination date of the NCIB (as defined herein);
  • the impact of the ongoing conflict between Russia and Ukraine, including the potential for broader economic disruption;
  • the results in the Technical Report including resource estimates;

2022 ANNUAL INFORMATION FORM │ 1

  • expectations regarding any environmental issues that may affect planned or future exploration and development programs and the potential impact of complying with existing and proposed environmental laws and regulations;
  • receipt and timing of third party approvals;
  • government regulation of mineral exploration and development operations in Brazil;
  • expectations regarding any social or local community issues in Brazil that may affect planned or future exploration and development programs; and
  • statements in respect of V2O5, V2O3, TiO2, ilmenite, and LDES systems demand and supply.

These statements and information are only predictions based on current information and knowledge, some of which may be attributed to third party industry sources. Actual future events or results may differ materially. Undue reliance should not be placed on such forward-looking information, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By its nature, forward-looking information involves numerous assumptions, known and unknown risks and uncertainties, both general and specific, that contribute to the possibility that the predictions, forecasts, projections and other forward-looking information will not be realized.

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;
  • the continued and growing demand for LDES systems and the movement towards a low- carbon future;
  • demand for, and stable or improving price of, V2O5, V2O3, FeV, ilmenite, TiO2 and other vanadium commodities;
  • that the estimates of the Mineral Resources and Mineral Reserves at the Maracás Menchen Mine are within reasonable bounds of accuracy (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based);
  • that the Company will not experience any material accident, labour dispute or failure of plant or equipment or other material disruption in the Company's operations at the Maracás
    Menchen Mine or relating to LCE;
  • the availability of financing for operations and development;
  • that the Company will enter into agreements for the sales of vanadium, ilmenite and TiO2 products on favourable terms and for the sale of substantially all of its annual production capacity;
  • the Company's ability to mitigate the impact of future heavy rainfall;
  • that the Company will enter into agreements for the sale and long-term maintenance of its VRFB products on favourable terms and at a sufficient volume to be profitable;
  • the Company's ability to protect and maintain its intellectual property underlying its VRFB technology;
  • the benefit of Largo Physical Vanadium Corp. ("LPV") to Largo's VRFB business and the vanadium market generally;
  • receipt of regulatory and governmental approvals, permits and renewals in a timely manner;
  • the Company's ability to procure equipment and operating supplies in sufficient quantities and on a timely basis;
  • that the Company will have sufficient financial resources to repurchase Common Shares under its NCIB;
  • the competitiveness of the Company's VRFB technology;
  • that the Company's plans for iron ore, ilmenite, titanium dioxide pigment and VRFBs can be achieved;
  • the potential impact of the ongoing conflict between Russia and Ukraine on the Company, including any effects of the evolving sanctions against Russia and Russian entities on the
    Company's sales and trading arrangements;
  • the Company's ability to attract and retain skilled personnel and directors; and
  • the ability of management to execute strategic goals.

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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, V2O3, FeV, ilmenite, TiO2 and other vanadium commodities;
  • uncertainties regarding the rate of inflation and its effect on the profitability of long-term contracts;
  • unexpected operational events and delays;
  • risks inherent in mineral exploration and development;
  • uncertainties associated with estimating Mineral Resources and Mineral Reserves (including with respect to size, grade and recovery and the operational and price assumptions on which such estimates are based);
  • uncertainties related to title to the Company's mineral projects;
  • risks inherent with the introduction and reliance on recently developed VRFB technology;
  • revocation of government approvals;
  • tightening of the credit markets, global economic uncertainty and counterparty risk;
  • failure of plant, equipment or processes to operate as anticipated;
  • 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;
  • disruption caused by labour actions;
  • risks associated with political and/or economic instability in Brazil;
  • compliance with applicable sanctions regimes;
  • inherent uncertainties involved in the legal dispute resolution process, including in foreign jurisdictions;
  • changes in income tax and other laws of foreign jurisdictions; and
  • other factors discussed under "Risk Factors" in this AIF.

Assumptions relating to the potential mineralisation of the Maracás Menchen Mine are discussed in the Technical Report which is available under the Company's profile on SEDAR and available on www.sec.gov.

Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, may also materially and adversely affect the Company's business and prospects. Should one or more of these risks and uncertainties materialize, or should any of the underlying assumptions prove incorrect, actual results may vary materially from those described in forward-looking information.

Although the Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking information, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such information. The reader is cautioned not to place undue reliance on forward-looking information.

The forward-looking information is presented 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 AIF or documents incorporated herein by reference are made as of the date of this AIF 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.

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Largo Inc. published this content on 09 March 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 March 2023 14:44:43 UTC.