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UPDATE: Largo Raises $17.4M Via Sale Of 14,262,309 Shares At $1.22/Share, Plus 14.26M Warrants; Arias Resource Capital Fund III Commits $6M For 4,918,033 Shares And Warrants at Same Terms As The Common Shares And Warrants Offered Pursuant To The Offering

Benzinga·10/15/2025 13:27:55
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Largo Inc. ("Largo" or the "Company") (TSX: LGO) (NASDAQ: LGO) announces that it has entered into securities purchase agreements with institutional and accredited investors for the purchase and sale of 14,262,309 common shares of the Company ("Common Shares") at a purchase price of US$1.22 per Common Share in a registered direct offering for aggregate gross proceeds of US$17.4 million. In a concurrent private placement (together with the registered direct offering, the "Offering"), the Company will issue unregistered warrants to purchase up to 14,262,309 Common Shares ("Warrants") with an exercise price of US$1.22 per Warrant that will be immediately exercisable upon issuance and will expire five years from issuance. The closing of the Offering is expected to occur on or about October 22, 2025, subject to the satisfaction of certain closing conditions and approval from the TSX, as further described below.

In a concurrent private placement, Arias Resource Capital Fund III L.P. ("ARC Fund III"), an affiliate of the Company's largest shareholder, has agreed to provide the Company with financing of US$6 million and has entered into a securities purchase agreement to acquire 4,918,033 Common Shares and 4,918,033 Warrants (the "ARC Commitment"). Such offering shall be a private placement on the same terms as the Common Shares and Warrants offered pursuant to the Offering. A portion of the ARC Commitment may be advanced by way of a US$5 million secured convertible bridge loan (the "ARC Bridge Loan", and, together with the ARC Commitment, the "ARC Offering") which would reduce the ARC Commitment by US$5 million. If provided, the ARC Bridge Loan would automatically convert on the closing of the Offering into units consisting of unregistered Common Share and Warrants on the same terms as the Offering. The ARC Bridge Loan will carry an interest rate of 12% per annum, payable upon maturity in two (2) years or immediately upon default. The ARC Bridge Loan will be secured against the common shares of Largo Resources (Yukon) Ltd., a wholly owned subsidiary of the Company. The proceeds of the potential ARC Bridge Loan would be used to make an equity contribution to Largo's principal operating subsidiary, Largo Vanádio de Maracás S.A. ("LVMSA") and would be used by LVMSA for working capital purposes; payments to the senior lenders to LVMSA would occur following the closing of the Offering and ARC Offering. Alberto Arias is director and chair of the board of directors of the Company and funds managed by Arias Resource Capital have been a significant investor of the Company since 2010.

H.C. Wainwright & Co. is acting as sole placement agent for the Offering and the ARC Offering.