Largo Resources Ltd.

Largo Resources Ltd.

February 11, 2010 16:22 ET

Largo Resources Announces Private Placement Financing

- Proceeds intended to be used to acquire additional 35% interest in Maracas Project

TORONTO, ONTARIO--(Marketwire - Feb. 11, 2010) -


Largo Resources Ltd. (TSX VENTURE:LGO) ("Largo or the "Company") announces that the Company intends to complete a private placement financing for up to 36,363,636 special warrants of the Company (the "Special Warrants"), at a price of $0.22 per Special Warrant, for gross proceeds of up to $8,000,000 (the "Offering").

Largo intends to use the net proceeds from the Offering to acquire an additional 35.5% interest in its Maracas vanadium project in Brazil and for working capital purposes. Upon completion of the proposed acquisition, Largo would hold an 80% interest in the project and have an option to acquire an additional 10% interest.

Each Special Warrant will entitle the holder thereof to receive one unit of the Company (a "Unit") on the exercise or deemed exercise of the Special Warrant, each Unit being comprised of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $0.35 for a period of 12 months following the Closing Date (as hereinafter defined), subject to adjustment in certain events. The Special Warrants will be exercisable by the holders thereof at any time after the Closing Date (for no additional consideration) and all unexercised Special Warrants will be deemed to be exercised (for no additional consideration) on the earlier of: (a) the date that is four months and a day following the Closing Date, and (b) the fifth business day after a receipt is issued for a final prospectus by the securities regulatory authorities in each of the provinces of Canada where Special Warrants are issued and sold, qualifying for distribution the Unit Shares and Warrants to be issued upon the exercise of the Special Warrants. The Company shall use commercially reasonable efforts to obtain such receipt for a final exercise of the Special Warrants within 60 days of the Closing Date. Until a receipt is issued for the final prospectus, the Special Warrants (and any Unit Shares and Warrants issued on exercise thereof) will be subject to a four month hold period under applicable Canadian securities laws.

If the Company fails to qualify the distribution of the Unit Shares and Warrants underlying the Special Warrants within 60 days following the Closing Date, the holders of Special Warrants will be entitled to receive an additional number of Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units.

In connection with the Offering, the Company has engaged Byron Securities Limited and Clarus Securities Inc. (the "Agents") to act as agents in respect of the issuance and sale of up to 22,727,272 Special Warrants for gross proceeds of up to approximately $5,000,000. The Agents have an option, exercisable up to 48 hours prior to the closing of the Offering, to arrange for the purchase of up to an additional 4,545,455 Special Warrants, for additional gross proceeds to the Company of up to $1,000,000. The balance of the Special Warrants to be issued and sold by the Company pursuant to the Offering will be sold on a non-brokered private placement basis.

Upon closing of the Offering, the Agents shall be entitled to receive a cash commission equal to 6.5% of the gross proceeds raised by the Agent in respect of the brokered component of the Offering. As additional compensation, the Agents will be issued warrants exercisable to acquire that number of compensation options (the "Compensation Options") as is equal to 6.5% of the number of Special Warrants sold pursuant to the brokered component of the Offering. Each Compensation Option will be exercisable to acquire one Unit of the Company at a price of $0.22 for a period of 12 months following the Closing Date, subject to adjustment in certain events.

Closing of the offering is anticipated to occur on or about February 26, 2010 and is subject to receipt of applicable regulatory approvals including approval of the TSX Venture Exchange.

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 likelihood a prospectus will be filed on time or at all resulting in the conversion of the special warrants before four months and a day from the closing date, 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 and Northern Dancer projects; 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.


Contact Information