Largo Resources Ltd.

Largo Resources Ltd.

July 24, 2009 14:00 ET

Largo Resources Announces Flow Through Private Placement Financing

TORONTO, ONTARIO--(Marketwire - July 24, 2009) -


Largo Resources Ltd. (TSX VENTURE:LGO) ("Largo or the "Company") announces that the Corporation has agreed to sell 5,100,000 flow-through units at a price of $0.10 per unit. Each unit will be comprised of one flow-through common share and one-half of one share purchase warrant (each whole share purchase warrant, a "Warrant"). Each Warrant shall be exercisable for one common share at a price of $0.15 at any time prior to the date that is 18 months from the date of issue.

Upon closing of the financing, Largo shall pay First Canadian Securities® a 6% cash finder's fee and 180,000 compensation options. Each compensation option will entitle First Canadian Securities® to acquire one compensation unit at a price of $0.10 per compensation option exercised at any time prior to the date that is 18 months from the date of issue. Each compensation unit shall be comprised of one non-flow-through common share and one-half of one Warrant.

Closing of the offering is anticipated to occur on or before July 30, 2009 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

The FT Shares will be subject to resale restrictions for a period of four months plus one day from the closing date.

The gross proceeds from the offering will be used for eligible Canadian exploration expenses that qualify as Canadian exploration expenses (as defined in the Income Tax Act, (Canada)) and will be renounced for the 2009 taxation year.

About Largo

Largo Resources Ltd. is a Canadian natural resource development and exploration company with two advanced stage projects: the Maracas Vanadium-PGM deposit in Brazil and the Northern Dancer Tungsten-Molybdenum deposit in the Yukon. The company is listed on the TSX Venture Exchange under the symbol LGO.

For more information please refer to Largo's website:


This press release contains forward-looking statements under Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the proposed use of proceeds, receipt of regulatory approval; completion of the financing on the terms proposed; Largo's development potential and timetable of the Maracas project; Largo's ability to raise additional funds necessary; the future price of ferrovanadium and vanadium pentoxide; the estimation of mineral reserves and mineral resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; costs of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or statements that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: timing and availability of external financing on acceptable terms; unexpected events and delays during construction, expansion and start-up; variations in ore grade and recovery rates; receipt and revocation of government approvals; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of ferrovanadium; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. Although management of the Largo has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. The Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available


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