Largo Resources Ltd.

Largo Resources Ltd.

December 09, 2011 16:25 ET

Largo Announces Early Release of $11 Million of Escrow Shares

TORONTO, ONTARIO--(Marketwire - Dec. 9, 2011) - Largo Resources Ltd. (TSX VENTURE:LGO) ("Largo" or the "Company") is pleased to announce today that certain holders (the "Exercising Holders") of subscription receipts of the Company (each, a "Subscription Receipt") have exercised (the "Partial Exercise") an aggregate of 31,428,571 Subscription Receipts (the "Partial Exercise Receipts"), originally purchased for $0.35 per Partial Exercise Receipt, in advance of the satisfaction by the Company of certain escrow release conditions (the "Escrow Release Conditions").

The Subscription Receipts were originally placed into escrow upon the closing of the non-brokered private placement (the "Private Placement") of the Company previously announced on April 11, 2011. The Private Placement consisted of the concurrent issuance of 85,714,286 units (each, a "Unit") and 242,718,844 Subscription Receipts for aggregate gross proceeds to the Company of $114,951,595.50. Upon closing of the Private Placement, $84,951,595.40 (the "Escrow Deposit"), being the gross proceeds from the issuance of the Subscription Receipts, was placed into escrow pending the exercise of the Subscription Receipts.

The Exercising Holders consist of Ashmore Cayman SPC No. 2 Limited on behalf of and for the account of Largo Resources Segregated Portfolio ("Ashmore"), Eton Park Capital Management, L.P. on behalf of one or more funds managed by it ("Eton Park"), Arias Resource Capital Management LP on behalf of one or more funds managed by it ("ARCM") (each of Ashmore, Eton Park and ARCM being a "Lead Investor", and collectively, the "Lead Investors") and Mackenzie Investments on behalf of one or more funds managed by it ("Mackenzie"). The Lead Investors and Mackenzie participated as the lead orders in the Private Placement and acquired a significant proportion of the Units and Subscription Receipts issued in the Private Placement. In exchange for the Partial Exercise, Largo agreed to amend the original issue price of the Partial Exercise Receipts to a price of $0.30 per Partial Exercise Receipt. The Partial Exercise resulted in a release from escrow of an aggregate of $10,999,999.85 (plus interest, if any, earned thereon) to Largo, with a refund of an aggregate of $1,571,428.55 from that amount paid to the Exercising Holders.

Following the completion of the Partial Exercise, an aggregate of $73,951,595.55 remains in escrow in accordance with the terms of the Subscription Receipts. All terms and conditions, including the issue price, of all unexercised Subscription Receipts remain unchanged.

Each Unit and each Subscription Receipt was originally issued at a price of $0.35 per Unit or Subscription Receipt. Each Unit comprised of one common share (each, a "Common Share") and one-third of one common share purchase warrant (each whole warrant, a "Warrant") where each Warrant entitles the holder to acquire one further Common Share at a price of $0.50 for a period of 48 months from the date of issuance. Each Subscription Receipt is convertible, upon the satisfaction of certain escrow release conditions, at no additional cost to the holder, into Units on the same terms as above.

Largo intends to use the consideration it received in connection with the Early Exercise to fund the development of Largo's mining project for the exploitation of vanadium and other ores located mainly in the City of Maracas, State of Bahia, Brazil. (the "Maracás Project").

The Partial Exercise was considered and approved by the board of directors of the Company. Dirk Donath, a director of Largo and Senior Managing Director and Partner at Eton Park Capital Management, L.P, the investment manager of the Eton Park Funds, J. Alberto Arias, a director of Largo and President of Arias Resource Capital Management L.P., the general partner of the ARC Funds, and Santiago Pardo, a director of Largo and a portfolio manager with Ashmore Investment Management Limited, the investment manager of Ashmore, declared their respective conflicts and recused themselves from voting on the Partial Exercise in relation to their respective funds' participation. There was no materially contrary view or abstention by any director approving the Partial Exercise. Prior to the completion of the Private Placement, the Exercising Holders did not have representation on the board of directors of the Company, which approved the Private Placement.

Upon closing of the Partial Exercise, the ARC Funds will have exercised an aggregate of 7,139,333 Partial Exercise Receipts and will own an aggregate of 75,225,393 Shares of Largo, representing approximately 16.19% of the issued and outstanding Shares of the Company. Upon closing of the Partial Exercise, the Eton Park Funds will have exercised an aggregate of 8,434,983 Partial Exercise Receipts and will own an aggregate of 27,085,199 Shares of Largo, representing approximately 5.83% of the issued and outstanding Shares of the Company. Upon closing of the Partial Exercise, Ashmore will have exercised an aggregate of 8,434,983 Partial Exercise Receipts and will own an aggregate of 27,085,199 Shares of Largo, representing approximately 5.83% of the issued and outstanding Shares of the Company.

The Company is exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Early Release in reliance on sections 5.5(a) and 5.7(a), respectively, of Ml 61-101, as neither the fair market value of the securities received by the Exercising Holders nor the proceeds for such securities received by the Company exceeds 25% of the Company's market capitalization as calculated in accordance with MI 61-101. The material change report is being filed less than 21 days before the closing of the Partial Exercise as the Company requires the consideration it receives in connection with the Partial Exercise immediately for working capital purposes. The Company had been considering various sources of funding. Given time constraints, the Company elected to proceed with the Partial Exercise upon agreement with the Exercising Holders.

About Largo

Largo is a Canadian-based mineral resource exploration and development company focused on creating a world leading strategic metals company. The Company currently holds an 90% interest in the Maracás Project, a 100% interest in the Currais Novos Tungsten Tailing Project, a 100% interest in the Campo Alegre de Lourdes Iron-Vanadium Project, all in Brazil, and a 100% interest in the Northern Dancer Tungsten-Molybdenum property located in the Yukon Territory, Canada. The immediate goal of the Company is to develop the Maracás Project by Q1 2013 and begin production of WO3 concentrate from the reprocessing of tungsten tailings from Currais Novos by December, 2011. Largo has a very skilled management team both in Canada and Brazil with the ability to advance these projects.

Largo 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 information under Canadian securities legislation. forward-looking information includes, but is not limited to, statements with respect to completion of the private placement, Largo's development potential and timetable of the Maracas and Northern Dancer projects; Largo's ability to raise additional funds necessary; the future price of tungsten and molybdenum; 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 those risks described in the annual information form of Largo and in its public documents filed on SEDAR from time to time. Although management of 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. Largo does not undertake to update any forward-looking statements, except in accordance with applicable securities laws.


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