Mr. Alberto Arias of Arias reports
ARC FUNDS ADVANCE ADDITIONAL CDN$2-MILLION UNDER LARGO BRIDGE LOAN
Arias Resource Capital Fund LP, Arias Resource Capital Fund II LP and Arias Resource Capital Fund II (Mexico) LP have advanced an additional $2-million under the previously announced $12-million non-revolving, convertible term loan facility with Largo Resources Ltd. The aggregate amount advanced by the ARC funds under the bridge loan, including the fourth advance, is $10-million.
As previously announced, the bridge loan has a six-month term and is expected to be drawn down by Largo on a biweekly basis over approximately eight weeks, commencing on March 13, 2015. The bridge loan is convertible at the option of the ARC funds, in whole or in part, into common shares of Largo at a conversion price of $1.01 per common share.
The ARC funds currently own an aggregate of 30,787,975 common shares and 6,407,141 common share purchase warrants. J. Alberto Arias, the sole director of each of the general partners of the ARC funds and a director on the board of Largo, currently holds options to purchase 100,000 common shares of Largo, 25,000 of which are vested. Accordingly, assuming the exercise in full of the warrants, the conversion in full of the $10-million bridge loan advances and the exercise in full of the vested options, the common shares held by J. Alberto Arias and the ARC funds, collectively, would represent approximately 37.52 per cent of the total outstanding common shares of Largo, on a partially diluted basis, as summarized in the attached table.
NUMBER OF COMMON SHARES THAT COULD BE ACQUIRED UPON EXERCISE OR CONVERSION
Common shares Warrant Bridge loan shares Option Total
owned shares ($10M advanced) shares
J. Alberto Arias -- -- -- 25,000 25,000
ARCF I 10,580,323 -- 3,402,484 -- 13,982,807
ARCF II 19,122,685 6,063,136 6,149,590 -- 31,335,411
ARCF II (Mexico) 1,084,967 344,005 348,910 -- 1,777,882
Total 30,787,975 6,407,141 9,900,984 25,000 47,121,100
Pursuant to the bridge loan documents, the ARC funds have been granted a participation option to subscribe for up to an aggregate of $40-million of securities under any proposed offering of common shares or securities exchangeable or convertible into common shares on or after the date of the bridge loan agreement as described in the ARC funds' press release in March, 2015.
The ARC funds are managed by Arias Resource Capital Management LP. The respective general partner of each of the ARC funds retains the power to make investment and voting decisions in respect of the Largo securities beneficially owned by the ARC funds. J. Alberto Arias is the sole director of each of the general partners of the ARC funds and indirectly controls the manager. As such, Mr. Arias may be deemed to share voting and dispositive power with respect to the Largo securities beneficially owned by the ARC funds, but he disclaims any beneficial ownership of any such securities, except to the extent of his pecuniary interest therein. The value of any securities acquired by Mr. Arias on the exercise of such options would be held for the benefit of the ARC funds on a pro rata basis according to their respective governing agreements.
The ARC funds may, from time to time, subject to all necessary regulatory approvals, acquire additional securities of Largo and/or dispose of such securities as they may deem appropriate.
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