Largo Announces Closing of US$23.4 Registered Direct Offering and Private Placement
Largo Announces Closing of US$23.4 Registered Direct Offering and Private
Placement
TORONTO--(BUSINESS WIRE)--October 22, 2025--Largo Inc. (“Largo” or the “Company”)
(TSX: LGO) (NASDAQ: LGO) announces the closing of its previously announced registered
direct offering for the purchase and sale of 14,262,309 common shares of the Company
(“Common Shares”) at a purchase price of US$1.22 per Common Share for aggregate gross
proceeds of US$17.4 million. In a concurrent private placement (together with the registered
direct offering, the “Offering”), the Company issued unregistered warrants to purchase up to
14,262,309 Common Shares (“Warrants”) with an exercise price of US$1.22 per Warrant that
are immediately exercisable upon issuance and will expire five years from issuance.
In a concurrent private placement, Arias Resource Capital Fund III L.P. (“ARC Fund III”), an
affiliate of the Company’s largest shareholder, provided the Company with financing of US$6
million and acquired 4,918,033 Common Shares and 4,918,033 Warrants (the “ARC
Commitment”). Such offering was on the same terms as the Common Shares and Warrants
issued pursuant to the Offering. A portion of the ARC Commitment was advanced by way of a
US$5 million secured convertible bridge loan (the “ARC Bridge Loan”, and, together with the
ARC Commitment, the “ARC Offering”) which reduced the ARC Commitment by US$5
million. The proceeds of the ARC Bridge Loan were used to make an equity contribution to
Largo’s principal operating subsidiary, Largo Vanádio de Maracás S.A. (“LVMSA”) and was
used by LVMSA for working capital purposes, and to make payments to the senior lenders to
LVMSA. The ARC Bridge Loan automatically converted upon the closing of the Offering into
units consisting of unregistered Common Shares and Warrants on the same terms as the
Offering. Alberto Arias is director and chair of the board of directors of the Company and funds
managed by Arias Resource Capital have been a significant investor of the Company since 2010.
H.C. Wainwright & Co. acted as sole placement agent for the Offering and the ARC Offering.
The use of proceeds from the Offering and the remaining proceeds from the ARC Offering, net
of placement agent fees and other Offering expenses payable by the Company, will be to make
an equity contribution to LVMSA to sustain working capital until 2026, facilitate a payment to
LVMSA’s Brazilian lenders and payments to the mining contractor at the Maracás Menchen
Mine and other key suppliers, which is already starting to negatively impact rates of mine
production due to liquidity constraints.
The Company applied to the TSX for an exemption from requirements regarding pricing, terms
and size of the Offering and the ARC Offering, securityholder approval requirements for the
Offering and the ARC Offering, on the basis that the Company finds itself in a state of serious
financial difficulty and that the Offering and the ARC Offering are designed to improve the
Company’s financial situation in a timely manner (the “Financial Hardship Exemption”). The
TSX confirmed that it will grant the Financial Hardship Exemption and conditionally approved
the Offering and the ARC Offering, which are subject to final TSX approval. As a result of the
granting of the Financial Hardship Exemption, the Company relied on sections 5.5(g) and
5.7(1)(e) of MI 61-101 Protection of Minority Security Holders in Special Transactions (“MI
61-101”) to be exempted from obtaining minority security holder approval and a formal
valuation in connection with the ARC Bridge Loan, as would be required pursuant to Canadian
securities laws based on the ARC Bridge Loan being a related party transaction of the Company
within the meaning of MI 61-101.
The Common Shares (but not the unregistered Common Shares issued in the ARC Offering, the
unregistered Warrants and the Common Shares underlying the Warrants) in the Offering
described above were offered by the Company pursuant to an effective shelf registration
statement on Form F-3 (File No. 333-290163) previously filed with the U.S. Securities and
Exchange Commission (the “SEC”), under the Securities Act of 1933, as amended (the
“Securities Act”), and declared effective by the SEC on September 19, 2025. The offering of the
Common Shares was made only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A prospectus supplement and
accompanying prospectus describing the terms of the registered direct offering was filed with the
SEC and is available on the SEC’s website located at http://www.sec.gov. Electronic copies of
the prospectus supplement and accompanying prospectus may be obtained from H.C.
Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, or by telephone at
(212) 856-5711, or by email at [email protected].
The private placement of the Warrants and the underlying Common Shares in the Offering and
any securities issued in the ARC Offering were made in reliance on exemptions from registration
under the Securities Act and applicable state securities laws. Accordingly, the securities issued in
the concurrent private placements may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable exemption from the registration
requirements of the Securities Act and such applicable state securities laws. The Warrants issued
in the Offering also possess certain resale registration rights under the Securities Act.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of
the securities described herein nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About Largo
Largo is a globally recognized supplier of high-quality vanadium and ilmenite products, sourced
from its world-class Maracás Menchen Mine in Brazil.
Largo’s common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange
under the symbol “LGO”.
Forward-Looking Information
This press release contains “forward-looking information” and “forward-looking statements”
within the meaning of applicable securities legislation. Forward‐looking information in this press
release includes, but is not limited to, the ability of the Company to continue as a going concern;
the impact of the Offering, ARC Offering and the results thereof; the anticipated use of proceeds
from the Offering and ARC Offering; and the ability for the Company to keep the Maracás
Menchen Mine operating, thereby significantly improving the Company’s financial situation.
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”, although not all forward-looking
statements include those words or phrases. In addition, any statements that refer to expectations,
intentions, projections, guidance, potential or other characterizations of future events or
circumstances contain forward-looking information. Forward-looking statements are not
historical facts nor assurances of future performance but instead represent management’s
expectations, estimates and projections regarding future events or circumstances. Forward-
looking statements are based on our opinions, estimates and assumptions that we considered
appropriate and reasonable as of the date such information is stated, subject to known and
unknown risks, uncertainties and other factors that may cause the actual results, level of activity,
performance or achievements of 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 www.sedarplus.ca and
available on www.sec.gov from time to time. Forward-looking statements are based on the
opinions and estimates of management as of the date such statements are made. 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. Readers should also
review the risks and uncertainties sections of Largo’s annual and interim MD&A which also
apply.
Trademarks are owned by Largo Inc.
Neither the Toronto Stock Exchange (nor its regulatory service provider) accepts responsibility
for the adequacy or accuracy of this release
Contacts
For more information, please contact: Investor Relations
Daniel Tellechea
Interim CEO & Director
+1.416.861.9797