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Largo Physical Vanadium Interim / Quarterly Report 2025

May 23, 2025

48015_rns_2025-05-22_69726d08-78b9-4150-b2ca-8ce61500f5a9.pdf

Interim / Quarterly Report

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LARGO PHYSICAL VANADIUM CORP.

CONDENSED INTERIM FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025

(EXPRESSED IN UNITED STATES DOLLARS)

(UNAUDITED)

Notice to Reader

The accompanying unaudited condensed interim financial statements of Largo Physical Vanadium Corp. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim financial statements have not been reviewed by the Company's auditors.


The notes to the condensed interim financial statements are an integral part of these statements.

Largo Physical Vanadium Corp.

Condensed Interim Statement of Financial Position
(Expressed in United States Dollars)
(Unaudited)

As at March 31, 2025 As at December 31, 2024
Assets
Current assets
Cash and cash equivalents $ 691,740 $ 864,177
Prepaid assets 26,613 29,408
Sales tax receivable 13,366 12,975
Total current assets 731,719 906,560
Non-current assets
Vanadium (notes 4,6) 17,147,926 17,304,612
Total non-current assets 17,147,926 17,304,612
Total assets $ 17,879,645 $ 18,211,172
Liabilities and Shareholders' Equity
Current liabilities
Accounts payable and accruals (note 6) $ 667,034 $ 620,599
Total liabilities 667,034 620,599
Shareholders' Equity
Common shares (note 5) 28,103,888 28,103,888
Deficit (10,891,277) (10,513,315)
Total shareholders' equity 17,212,611 17,590,573
Total liabilities and shareholders' equity $ 17,879,645 $ 18,211,172

Going concern (note 1)
Subsequent events (note 8)

Approved on behalf of the Board of Directors:

"Jonathan Lee" Director
"Larry Ciccarelli" Director

  • 1 -

The notes to the condensed interim financial statements are an integral part of these statements.

Largo Physical Vanadium Corp.

Condensed Interim Statement of Net Loss and Comprehensive Loss
(Expressed in United States Dollars)
(Unaudited)

Three Months Ended March 31, 2025 2024
Income
Change in fair value of vanadium (note 4) $ (156,686) $ (634,800)
Total Income (156,686) (634,800)
Expenses
Professional fees 110,405 33,920
Management fees (note 6) 37,933 42,226
Storage and customs 37,817 44,035
Director fees (note 6) 35,342 38,082
General and administrative 8,496 8,825
Bank charges 397 363
Total expenses 230,390 167,451
Loss for the period (387,076) (802,251)
Other income and expenses
Foreign exchange gain (loss) 9,114 (1,537)
Net loss and comprehensive loss for the period $ (377,962) $ (803,788)
Loss per share attributable to equity holders
Basic and diluted $ (0.02) $ (0.05)
  • 2 -

The notes to the condensed interim financial statements are an integral part of these condensed interim statements.

Largo Physical Vanadium Corp.
Condensed Interim Statement of Changes in Shareholders' Equity
(Expressed in United States Dollars)
(Unaudited)

Common shares (#) Common shares ($) Deficit Shareholders' equity
Balance at December 31, 2023 16,816,799 $ 28,103,888 $ (7,756,335) $ 20,347,553
Comprehensive loss for the period - - (803,788) (803,788)
Balance at March 31, 2024 16,816,799 $ 28,103,888 $ (8,560,123) $ 19,543,765
Balance at December 31, 2024 16,816,799 $ 28,103,888 $ (10,513,315) $ 17,590,573
Comprehensive loss for the period - - (377,962) (377,962)
Balance at March 31, 2025 16,816,799 $ 28,103,888 $ (10,891,277) $ 17,212,611
  • 3 -

The notes to the condensed interim financial statements are an integral part of these statements.

Largo Physical Vanadium Corp.

Condensed Interim Statement of Cash Flows
(Expressed in United States Dollars)
(Unaudited)

Three Months Ended March 31, 2025 2024
Cash flows (used in) operating activities
Net loss for the period $ (377,962) $ (803,788)
Non-cash items:
Change in fair value of vanadium (note 4) 156,686 642,035
(221,276) (161,753)
Changes in non-cash working capital:
Prepaid assets 2,795 4,946
Sales tax receivable (391) 880,374
Accounts payable and accrued liabilities 46,435 (23,423)
Net cash (used in) provided by operating activities (172,437) 700,144
Net change in cash (172,437) 700,144
Cash and cash equivalents, beginning period 864,177 781,713
Cash and cash equivalents, end of period $ 691,740 $ 1,481,857
  • 4 -

Largo Physical Vanadium Corp. Notes to the Financial Statements For the three months ended March 31, 2025 (Expressed in United States Dollars) (Unaudited)

  1. Nature of operations and going concern

Largo Physical Vanadium Corp. (the "Company") was incorporated on January 20, 2022, under the Business Corporations Act (British Columbia). The Company's registered office is located at 666 Burrard Street, Suite 1700, Park Place, Vancouver, British Columbia, V6C 2X8. The Company is listed on the TSX Venture Exchange ("TSX-V") under the symbol "VAND.V".

The Company was formed by Largo, Inc. ("Largo"), the ultimate parent company of LPV and Term Oil Inc. ("Term Oil"), with the aim of creating a publicly traded investment vehicle that would invest in and hold substantially all of its assets in vanadium in physical form. The Company aims to provide a secure, convenient and exchange-traded investment alternative for investors interested in direct investment exposure to physical vanadium and not speculate with regard to short-term changes in vanadium prices.

Going Concern

These unaudited condensed interim financial statements have been prepared on a going concern basis, which assumes that the Company will be able to meet its obligations and continue its operations for the next twelve months. Realization values may be substantially different from current fair values as shown due to changes in the following year.

As at March 31, 2025, the Company had not generated any operating revenue. We have incurred a $377,962 net loss for the three months ended March 31, 2025 (three months ended March 31, 2024 - $803,788 net loss).

Our ability to continue as a going concern and realize our assets and discharge our liabilities in the normal course of operations is dependent on the ability to successfully execute our business plan and generate positive cash flows from operations, including through the sale of any vanadium and the ability to raise additional financing at acceptable terms in order to meet its planned operations for the next twelve months. These factors indicate the existence of material uncertainties that may cast significant doubt upon the Company's ability to continue as a going concern and, therefore, that it may be unable to realize its assets and discharge its liabilities in the normal course of business.

These unaudited condensed interim financial statements do not give effect to any adjustments that would be necessary should the Company not be able to continue as a going concern. Such adjustments may be material.

  1. Basis of preparation

2.1 Statement of compliance

These unaudited condensed interim financial statements ("financial statements") of the Company have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting ("IAS 34"), as issued by the International Accounting Standards Board ("IASB"), effective for the reporting period ended March 31, 2025.

The unaudited condensed interim financial statements were authorized for issuance by the board of directors of the Company on May 20, 2025.

2.2 Basis of measurement

These unaudited condensed interim financial statements have been prepared on a historical cost basis except for vanadium which is carried at fair value.


Largo Physical Vanadium Corp. Notes to the Financial Statements For the three months ended March 31, 2025 (Expressed in United States Dollars) (Unaudited)

2. Basis of preparation (cont'd)

2.3 Functional and presentation currency

These unaudited condensed interim financial statements are presented in United States Dollars, which is also the Company's functional currency and presentation currency.

2.4 New accounting standards issued and effective

Recent Accounting Pronouncements Issued but not yet Effective

The Company has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective.

IFRS 18, Presentation and Disclosure in Financial Statements ("IFRS 18")

In April 2024, the IASB issued a new accounting standard, IFRS 18, to improve the reporting of financial performance, which will replace IAS 1, while maintaining many of the existing requirements in IAS 1. IFRS 18 introduces new requirements to present specified categories and defined subtotals in the Consolidated Statements of Operations and Comprehensive Income, provide disclosures on management-defined performance measures in the notes to consolidated financial statements and adding new principles for the aggregation and disaggregation of information. In addition, some of the requirements in IAS 1 will be moved to IAS 8, Accounting Policies, Changes in Accounting Estimates and Errors and IFRS 7, as well as minor amendments to IAS 7 and IAS 33, Earnings per Share. IFRS 18 is effective for annual periods beginning on or after January 1, 2027, with early adoption permitted. The Company is currently evaluating the impact of the standard on its consolidated financial statements.

3. Significant accounting judgments, estimates and assumptions

The preparation of the unaudited condensed interim financial statements in conformity with IAS 34 requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the unaudited condensed interim financial statements and reported amounts of revenues and expenses during the reporting period. Management is required to apply judgment and estimates in determination of appropriate accounting for the classification of physical vanadium and any provisions. By their nature, these judgments and estimates are subject to measurement uncertainty and are reviewed periodically and adjustments, if necessary, are made in the period in which they are identified. Actual results could differ from those estimates.


Largo Physical Vanadium Corp.

Notes to the Financial Statements

For the three months ended March 31, 2025

(Expressed in United States Dollars)

(Unaudited)

4. Vanadium assets

Vanadium assets are held on the unaudited condensed interim financial statements at fair value, determined by multiplying the current market price at on the date of the statements, by the total amount held at the date of the statements.

Amount ($)
Opening balance as at January 1, 2025 17,304,612
Change in fair value (156,686)
Ending balance as at March 31, 2025 17,147,926
Change in fair value during 2025:
Change in unrealized appreciation (depreciation) during the year (156,686)

Segmented information is given in note 7.

Amount ($)
Opening balance as at January 01, 2024 19,084,323
Purchases during the period 550,351
Proceeds on sales during the period (501,345)
Change in fair value (1,828,717)
Ending balance as at December 31, 2024 17,304,612
Change in fair value during 2024:
Realized gain on disposals during the year (144,463)
Change in unrealized appreciation (depreciation) during the year (1,684,254)

During the year ended December 31, 2024, the Company has entered into one new agreement relating to the purchase and sale of physical vanadium with Largo Commodities Trading Ltd. ("LCTL"), a Largo subsidiary.

Purchases of vanadium

For the year December 31, 2024, the Company purchased vanadium from LCTL, for total consideration of $550,351.

Sale of vanadium

During the year ended December 31, 2024, the Company sold vanadium to LCTL for total consideration of $501,345. The cost of the vanadium sold was $645,808, the company recognized a loss of $144,463.

The sales and purchases of vanadium during the year ended December 31, 2024 were settled in cash on a net basis resulting in a $49,006 outgoing payment.


Largo Physical Vanadium Corp. Notes to the Financial Statements For the three months ended March 31, 2025 (Expressed in United States Dollars) (Unaudited)

5. Share capital

Authorized

The Company is authorized to issue an unlimited number of common shares without par value.

Issued

The following table represents the common shares issued by the Company as at March 31, 2025, and December 31, 2024:

Number Amount ($)
Balance as at December 31, 2023 & December 31, 2024 16,816,799 28,103,888
Balance as at March 31, 2025 16,816,799 28,103,888

6. Related party transactions

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company, comprised of the Company's directors and executive officers. During the three months ended March 31, 2025, the Company paid professional fees totaling $32,718 (March 31, 2024 - $23,343), to Marrelli Support Services Inc, and certain of its affiliates, together referred to as the "Marrelli Group" for: (i) Carmelo Marrelli, beneficial owner of the Marrelli Group, to act as the Chief Financial Officer of the Company, and (ii) corporate secretarial services and regulatory filing services.

During the three months ended March 31, 2025, the Company incurred $35,342 (March 31, 2024 - $38,082) related to fees paid to the Board.

Transactions entered with Largo and LCTL during the three months ended March 31, 2025 and March 31, 2024 were as follows:

  • During the three months ended March 31, 2025, the Company incurred management fees of $37,933 (March 31, 2024: $42,226) to Largo, Term Oil and SCP Resource Finance in exchange for management services under the technical advisory agreement between the Company and Largo as well as the Company, Term Oil and SCP Resource Finance dated April 14, 2022, as amended November 16, 2023.
  • No transaction fees in relation to the supply agreements with Largo were incurred for the three months ended March 31, 2025 (March 31, 2024 - $nil).
  • As at March 31, 2025, the Company had accounts payable and accrued liabilities payable to Largo of $173,454 (March 31, 2024 - $125,592).

Largo Physical Vanadium Corp.

Notes to the Financial Statements

For the three months ended March 31, 2025

(Expressed in United States Dollars)

(Unaudited)

7. Segmented Disclosure

The Company has determined that it has one reportable segment. The Company's operations are substantially related to its investment in vanadium. Substantially all of the Company's revenues, costs and assets of the business that support these operations are derived or located in Canada except for its inventory in vanadium. The segmented information on a geographic basis as at March 31, 2025 and 2024 is as follows:

South Korea Netherlands Canada Total
March 31, 2025
Current Assets $ - $ - $ 731,719 $ 731,719
Non-current Assets -Vanadium 2,210,770 6,649,695 8,287,461 17,147,926
South Korea Netherlands Canada Total
--- --- --- --- ---
December 31, 2024
Current Assets $ - $ - $ 906,560 $ 906,560
Non-current Assets -Vanadium 2,337,099 6,994,125 7,973,388 17,304,612

8. Subsequent Events

On February 4, 2025, Largo has amended its Safekeeping and Supply Agreements with LPV and assigned its Safekeeping Agreement to Storion, a joint venture between Largo and Styren.