20:41:43 EDT Thu 25 Apr 2024
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or Name
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Largo Resources Ltd (2)
Symbol LGO
Shares Issued 132,040,114
Close 2015-05-21 C$ 0.89
Market Cap C$ 117,515,701
Recent Sedar Documents

Largo completes $55.96-million 2nd tranche of placement

2015-05-22 16:13 ET - News Release

Mr. Mark Smith reports

LARGO RESOURCES LTD. CLOSES SECOND TRANCHE OF ITS FINANCING FOR AGGREGATE PROCEEDS OF APPROXIMATELY CDN$74.2 MILLION

Largo Resources Ltd. has closed the second tranche of its $75-million unit offering, previously announced in its news release of May 13, 2015. The closing of the second tranche resulted in proceeds to the company of $55,962,114 from the sale of 69,952,639 units, which together with the first tranche, which closed on May 14, 2015 (see the company's news release of May 15, 2015), has resulted in aggregate proceeds to the company to date of $74,184,039 from the sale of 92,730,045 units. Proceeds realized from the second tranche will be used for the development of the Vanadio de Maracas Menchen mine and related corporate purposes, including, without limitation, meeting certain conditions precedent set out by the company's lenders in their firm commitment letters for the restructuring of the company's debt as more fully set out in Largo's May 7, 2015, press release. It is expected that a third and final non-brokered tranche of the offering will close on or about May 26, 2015, for approximately an additional $1,015,960 worth of units, bringing the final aggregate amount raised to approximately $75.3-million.

Mark Smith, president and chief executive officer to the company, stated: "We are extremely pleased to have concluded this private placement that we increased a couple of times due to strong demand. It represents a major milestone for the company's ongoing ramp-up. This will not only allow us to aggressively continue our optimization efforts for our ongoing ramp-up process at Maracas but also enables us to initiate expansion plans at the facility.

"Further, we are greatly encouraged by the overwhelming demand we received to participate in this private placement, which we believe should send a strong signal to the market of the enormous potential of the Maracas Menchen mine.

"I would like to sincerely thank all who participated in this placement for their continued support of the project and the Largo team, and to reiterate that we will continue to work hard to realize the company's full value."

Mackie Research Capital Corp. acted as agent for the company on a best-efforts basis with respect to the sale of 2.21 million units of the second tranche for gross proceeds of $1,768,000. Mackie, as agent for the brokered portion of the second tranche of the offering, is entitled to a commission of $114,920 and a compensation option exercisable at any time up to 12 months following closing to purchase up to 176,800 units, being an amount equal to 8 per cent of the units sold by Mackie in the brokered portion of the second tranche. Other than the 2.21 million units sold through Mackie, the units issued under the offering were sold on a non-brokered basis. Approximately $350,379.34 in finders' fees are payable by the company in respect of a portion of the non-brokered offering.

Each unit was sold at a price of 80 cents, and comprised one common share and one-half of one common share purchase warrant. Each warrant entitles the holder to acquire one further common share at a price of $1.50 per common share for a period of one year from the date of issuance.

Funds managed by Arias Resource Capital Management LP (ARC) purchased an aggregate of 48 million units in the second tranche for gross proceeds to the company of $38.4-million. These units were in addition to the 15,312,498 units issued to the ARC funds upon closing of the first tranche. The ARC funds are a control person of the company (as defined in the TSX Venture Exchange Corporate Finance Manual) by virtue of their ownership prior to the closing of the offering of approximately 28.2 per cent of the company's issued and outstanding common shares. At closing of the second tranche, the ARC funds owned 46.5 per cent of the company's then issued and outstanding common shares (or approximately 55.0 per cent of the company's then issued and outstanding common shares in the event that the ARC funds exercised all of the convertible securities held by them). The ARC funds' participation in the offering was conditional upon several conditions, including the execution and delivery of a director nomination agreement with Largo permitting the ARC funds to designate (a) two additional persons to be nominated for election to Largo's board of directors for election by Largo shareholders, including at the next annual meeting of Largo shareholders, for so long as the ARC funds, whether individually or together, own at least 40 per cent of the issued and outstanding common shares and (b) one additional person to be nominated for election to Largo's board of directors for election by Largo shareholders, for so long as the ARC funds, whether individually or together, own less than 40 per cent but not less than 20 per cent of the issued and outstanding common shares. These nomination rights are in addition to the ARC funds' existing right to nominate one director to the company's board of directors under the existing governance agreement, and accordingly, the ARC funds will designate three directors for election at the next annual meeting of shareholders.

The shareholders of the company approved the creation of the ARC funds as a control person of the company at the annual and special meeting of the shareholders of the company held on June 27, 2013.

In addition, Mark Smith, president and chief executive officer, and a director of Largo, and another employee of Largo, subscribed for an aggregate of 770,125 units under the offering.

The offering was considered and approved by the board of directors of the company. J. Alberto Arias, a director of Largo who is also the sole director of each of the general partners of the ARC funds and indirectly controls Arias Resource Capital Management, and Mr. Smith, a director and officer of the company, each declared a conflict and recused himself from voting on the offering due to their participation in the offering. The remaining directors voted unanimously to approve the offering.

Pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions, the purchase by the ARC funds, and by any director or officer of the company, was a related-party transaction. In the case of the ARC funds and other related parties, the company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the offering in reliance on Section 5.5(g) of MI 61-101, as the company is in serious financial difficulty, the offering is designed to improve the financial position of the company, the company is currently not subject to any court approval under bankruptcy or insolvency law, or Section 191 of the Canada Business Corporations Act or any equivalent legislation of another jurisdiction, and the company has one or more independent directors in respect of the offering, the company's board of directors, acting in good faith, has determined that subparagraphs (i) and (ii) of Section 5.5(g) apply, and the terms of the offering are reasonable in the circumstances of the company.

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