Largo Resources Completes Private Placement of US$150 Million 9.25% Senior Secured Notes
PRESS RELEASE May 22, 2018
LARGO RESOURCES COMPLETES PRIVATE PLACEMENT OF US$150 MILLION
9.25% SENIOR SECURED NOTES
TORONTO - Largo Resources Ltd. ("Largo" or the "Company") (TSX: LGO) (OTCQB: LGORF) announces the
closing of its private placement offering of US$150 million (the "Offering") aggregate principal amount of senior
secured notes due in 2021 (the “Notes”). The Notes are callable in years 2 and 3, and carry a coupon of 9.25%.
As previously announced on May 17, 2018, the net proceeds of th e Offering, being approximately US$143 million
after deduction of the 2% original issue discount, fees and certain expenses of the offering, have been deposited into
an escrow account in favour of the Note holders pending satisfaction of certain conditions precedent including, among
other things, receipt of consent of the Brazilian National Economic and Social Development Bank ("BNDES") for the
early payment of our credit facilities with them. Upon release from escrow, the net proceeds of the Offering will be
used, together with cash on hand, to repay in full Largo’s existing debts with both the BNDES and its syndicate of
commercial lenders (Itau´ Unibanco S.A., Banco Votorantim S.A. and Banco Bradesco S.A.), plus accrued and unpaid
interest, and to pay fees and expenses in connection therewith. Under the terms of the Offering, Largo has 180 days
in which to satisfy the escrow release conditions and provide a pledge over all of the shares it holds in its operating
subsidiary, Vanadio de Maracás S.A.
"We are very pleased to announce the closing of this private placement. Upon release of the proceeds from escrow,
the Offering will greatly improve our capital structure and cost and will also simplify our reporting obligations,” said
Mark Smith, Largo’s President and Chief Executive Officer. Mr. Smith continued, " With this leg of our strategy in -
hand, we can now focus our efforts on our previously announced expansion project as we continue to build value for
our shareholders."
This announcement does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not
constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation, or sale would be
unlawful.
The Notes have not been and will not be registered under the Securities Act of 1933, as amended, or any state securities
laws, and are being offered only to qualified institutional buyers in reliance on Rule 144A under the Securities Act
and to non-U.S. persons in offshore transactions in reliance on Regulation S. Unless so registered, the Notes may not
be offered or sold in the United States or to U.S. persons except pursuant to an exemption from the registration
requirements of the Securities Act and applicable state securities laws.
About Largo Resources
Largo is a Toronto-based strategic mineral company focused on the production of vanadium flake, high purity
vanadium flake and high purity vanadium powder at the Maracás Menchen Mine located in Bahia State, Brazil.
Largo remains one of the lowest cost producers of vanadium in the world and is directly exposed to and is benefiting
from the record increases in vanadium seen today. Largo is the only pure -play producer of vanadium and also has
interests in a portf olio of other projects, including: a 100% interest in the Currais Novos Tungsten Tailings
Project in Brazil; a 100% interest in the Campo Alegre de Lourdes Iron -Vanadium Project in Brazil; and a 100%
interest in the Northern Dancer Tungsten -Molybdenum property in the Yukon Territory, Canada. The Company's
common shares are principally listed on the Toronto Stock Exchange under the symbol "LGO".
2
Forward Looking Information
Disclaimer: This press release contains forward‐looking information under Canadian securities legislation. Forward‐
looking information includes, but is not limited to, statements with respect to the anticipated satisfaction of the
escrow release conditions, including receipt of consent from BNDES for the early payment of Largo’s credit facilities
with them; the expected use of the net proceeds from the Offering; the anticipated benefits to Largo’s capital
structure upon implementation of the net Offering proceeds; the timing for and completion of the Maracás
Menchen Mine expansion project and the costs associated therewith; Largo's development potential and timetable
of its operating, development and exploration assets; Largo's ability to raise additional funds as may be necessary;
the future price of vanadium; the estimation of mineral re serves and mineral resources; conclusions of economic
evaluations; 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". All information contained in this news release, other than statements of current and historical fact,
is forward looking information. 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 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. 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 plac e 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&As.
Neither the Toronto Stock Exchange (nor its regulatory service provider) accepts responsibility for the adequacy
or accuracy of this release.
CONTACT INFORMATION:
For more information, please contact:
Largo Investor Relations