Largo Resources Ltd.

Largo Resources Ltd.

April 11, 2011 17:42 ET

Largo Closes Financing Intended to Fund Development of Its Maracas Vanadium Project, Bahia State, Brazil

- First production targeted for Q1 2013

TORONTO, ONTARIO--(Marketwire - April 11, 2011) - Largo Resources Ltd. ("Largo" or the "Company") (TSX VENTURE:LGO) is pleased to announce today that is has closed its previously announced non-brokered private placement (the "Private Placement") through the concurrent issuance of 85,714,286 units (each, a "Unit") and 242,718,844 subscription receipts (each a "Subscription Receipt") for aggregate gross proceeds to the Company of $114,951,595.50, all as previously described in press releases dated March 11, 2011 and March 25, 2011.

Each Unit and each Subscription Receipt was issued at a price of $0.35 per Unit or Subscription Receipt. Each Unit is 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, at no additional cost, into one Unit on the same terms above upon the satisfaction of certain escrow release conditions or if exercised at the discretion of the holder.

Largo is pleased to announce that each of Ashmore Cayman SPC No. 2 Limited on behalf of and for the account of Largo Resources Segregated Portfolio ("Ashmore"), Eton Park Master Fund, Ltd. and EP Cayman, Ltd. (collectively, the "Eton Park Funds"), Arias Resource Capital Fund L.P. and Arias Resource Capital Fund II L.P. (collectively, the "ARC Funds") (each of Ashmore, the Eton Park Funds and the ARC Funds being a "Lead Investor", and collectively, the "Lead Investors") and Mackenzie Investments on behalf of one or more funds managed by it ("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.

Largo intends to use gross proceeds of the Private Placement to fund the development of Largo's mining project for the exploitation of vanadium and other ores located mainly in the City of Maracás, State of Bahia, Brazil. (the "Maracás Project").

Banco Itaú BBA S.A. acted as sole advisor to Largo in this Private Placement. According to Felipe Mattar, vice president at Itaú BBA: "We are honoured to have advised Largo in this ground-breaking deal for Vanadium in Brazil with such a high quality group of investors. We are confident that this will open grounds for other natural resources opportunities as investors from all over the world have been seeking opportunities of this kind in Brazil."

Contemporaneously with the closing of the Private Placement, Largo and each of the Lead Investors entered into an investor nomination rights and governance agreement (the "Governance Agreement") pursuant to which each of the Lead Investors is each entitled to nominate one director to Largo's board of directors. In addition, each of the Lead Investors have been granted pre-emptive rights to subscribe for Common Shares or other securities convertible or exchangeable into Common Shares to be issued in connection with any equity financing (collectively, the "Offered Securities") at the same price and on the same terms as Largo intends to offer the Offered Securities to potential investors. In connection with the Governance Agreement, upon closing of the Private Placement Largo has increased its board to seven members. To accommodate the board appointees, Dr. Bill Pearson has resigned from the board of directors but will continue working with the Company as part of Largo's advisory board. Largo would like to thank Dr. Pearson for his contributions to the Company to date. The board of directors will now be comprised of Mark Brennan, Stan Bharti, Bill Clarke, Michael Hoffman, Brent de Jong, J. Alberto Arias and Dirk Donath.

Pursuant to the Governance Agreement, certain decisions in respect of Largo and its subsidiaries (collectively, the "Group") require the approval of six of Largo's seven directors. Such matters include (a) certain amendments to the articles or by-laws of any member of the Group; (b) approving or amending an annual business plan for Largo; (c) appointing, changing or removing senior officers of Largo or any of its affiliates as well as determining certain aspects of their compensation; (d) approving any material transactions of any member of the Group; (e) approving use of any proceeds of the Private Placement for any purpose other than the development of the Maracás Project; and (f) decisions in respect of, inter alia, dividends, distributions and issuing any security of any member of the Group (except Largo) other than to another member of the Group.

The Governance Agreement will automatically terminate: (a) after the first continuous 45 day period during which the aggregate ownership of Common Shares by the Lead Investors, collectively, is reduced to less than 10% of the issued and outstanding Common Shares; or (b) if at any time one person (or group of persons acting jointly or in concert) acquires that number of Common Shares which would grant such person (or group of persons acting jointly or in concert) the right to exercise votes representing not less than 66 2/3% of the Common Shares.

In connection with their advisory role to the Company in respect of the Private Placement, Banco Itaú BBA S.A. received a commission equal to 5% of the aggregate gross proceeds. In addition, certain finders will be paid a finders fee equal to 5% of the subscriptions raised by such finders.

Largo is pleased to announce that it will hold a shareholder conference call on Tuesday, April 19, 2011 at 11:00 am EST. Call-in numbers are as follows:

International:+1 416-340-2216
Toll Free:+1 866-226-1729
Toronto area:416-340-2216

Mark Brennan, President and CEO of Largo Resources stated: "The closing of this financing signals an exciting new stage in Largo's development and offers an excellent opportunity to provide shareholders with a live update from our management team. With funding secured for our Maracás Vanadium Project and production set to commence at our Currais Novos Tungsten Project this July, 2011 will be an important year for Largo and we look forward to sharing our recent achievements and our plans for continued growth with shareholders and the investment community alike."

For those unable to attend, a playback recording will be posted on Largo's website at

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 70% 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 June, 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; final receipt of all regulatory approval, including the approval of the TSX Venture Exchange; the effectiveness of the new board of directors; Largo's development potential and timetable of the Maracás, Currais Novos and Northern Dancer projects; Largo's ability to raise additional funds necessary; the future price of vanadium, 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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