Largo Resources Ltd.

Largo Resources Ltd.

December 30, 2008 07:30 ET

Largo Resources Announces Flow Through Private Placement Financing of Up to $500,000

- Largo denied extension with vendors of Maracas

TORONTO, ONTARIO--(Marketwire - Dec. 30, 2008) -


Largo Resources Ltd. (TSX VENTURE:LGO) (the "Corporation") announces that the Corporation has agreed to sell 6,250,000 flow-through units at a price of $0.08 per unit. MineralFields Group has agreed to acquire the entire financing, subject to certain pre-closing conditions. 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 6.5% cash finder's fee and 437,500 compensation options. Each compensation option will entitle First Canadian Securities® to acquire one compensation unit at a price of $0.08 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 December 31, 2008 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 2008 taxation year.

This financing is in addition to the non-brokered private placement financing of up to $3 million, based on the sale of common shares of the Corporation at a price of $0.06 per common share previously announced on December 10, 2008. That financing is expected to close on or before January 7, 2009.

Maracas Payment:

Largo was engaged in discussions with the vendors of Companhia de Maracas; the Company that controls the Maracas project, for the possibility of an extension of the US$5 million payment that became due on December 24, 2008 as previously announced in a press release dated December 10, 2008.

Largo was unable to negotiate such an extension and therefore has not been able to acquire an additional interest in Companhia de Maracas. Largo continues to hold an approximate 45% interest in Companhia de Maracas.

About Largo

Largo Resources 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. Largo also has a large (60,000 hectare) land position and prospective gold exploration properties in Ecuador. 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 information" within the meaning of applicable Canadian securities legislation. Forward looking information includes, but is not limited to, statements with respect to the future financial or operating performance of the Company, the prospective mineralization of the properties, planned exploration programs, anticipated production schedule and terms, availability and likelihood of future acquisitions. Generally, forward looking information 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 state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved". Forward-looking information is subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking information, including but not limited to: general business, economic, competitive, geopolitical and social uncertainties; the actual results of current exploration activities; acquisition risks; and other risks of the mining industry. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such information 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 information. The Company does not undertake to update any forward-looking information, 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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