Mr. Daniel Tellechea reports
LARGO ANNOUNCES PRICING OF US$23.4 REGISTERED DIRECT OFFERING AND PRIVATE PLACEMENT
Largo Inc. 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 at a purchase price of $1.22 (U.S.) per common share in a registered direct offering for aggregate gross proceeds of $17.4-million (U.S.). In a concurrent private placement, the company will issue unregistered warrants to purchase up to 14,262,309 common shares with an exercise price of $1.22 (U.S.) 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 Oct. 22, 2025, subject to the satisfaction of certain closing conditions and approval from the Toronto Stock Exchange, as further described below.
In a concurrent private placement, Arias Resource Capital Fund III LP (ARC Fund III), an affiliate of the company's largest shareholder, has agreed to provide the company with financing of $6-million (U.S.), and has entered into a securities purchase agreement to acquire 4,918,033 common shares and 4,918,033 warrants. 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 $5-million (U.S.) secured convertible bridge loan, which would reduce the ARC commitment by $5-million (U.S.). 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 cent per annum, payable upon maturity in two 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 Vanadio de Maracas 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.
The use of proceeds from the ARC bridge loan will be to sustain the company's working capital until 2026,
and the use of proceeds of the offering and the remaining proceeds from the ARC offering, net of placement agent fees and other offering expenses payable by the company, will be to make payment to the company's Brazilian lenders and payments to the mining contractor at the Maracas Menchen mine and other key suppliers, which is already starting to negatively impact rates of mine production due to liquidity constraints.
The company has applied to the TSX for an exemption from requirements regarding pricing, terms and size of the offering and the ARC offering, securityholder approval requirements for the offering and the ARC offering, and formal valuation and minority approval requirements for the offering and the ARC offering, on the basis that the company finds itself in a state of serious financial difficulty and that the offering and the ARC offering are designed to improve the company's financial situation in a timely manner. If the TSX does not approve the exemption, the company is required to obtain the approval of its securities holders in accordance with the TSX company manual before the offering may be completed. There is no assurance that TSX approves this request for an exemption.
The common shares (but not the unregistered common shares issued in the ARC offering, the unregistered warrants and the common shares underlying the warrants) in the offering described above are being offered by the company pursuant to an effective shelf registration statement on Form F-3 (file No. 333-290163) previously filed with the U.S. Securities and Exchange Commission (SEC), under the Securities Act of 1933, as amended, and declared effective by the SEC on Sept. 19, 2025. The offering of the common shares is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus describing the terms of the registered direct offering will be filed with the SEC and, once filed, will be available on the SEC's website. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, from H.C. Wainwright & Co. LLC, 430 Park Ave. (third floor), New York, N.Y., 10022, or by telephone at 212-856-5711 or by e-mail at placements@hcwco.com.
The private placement of the warrants and the underlying common shares in the offering and any securities issued in the ARC offering will be made in reliance on exemptions from registration under the securities act and applicable state securities laws. Accordingly, the securities issued in the concurrent private placements may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the securities act and such applicable state securities laws. The warrants issued in the offering will also possess certain resale registration rights under the securities act.
About Largo
Inc.
Largo is a globally recognized supplier of high-quality vanadium and ilmenite products, sourced from its world-class Maracas Menchen mine in Brazil.
Largo's common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange under the symbol LGO.
We seek Safe Harbor.
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