Largo Announces Pricing of US$23.4 Registered Direct Offering and Private Placement

Executive Summary

• Largo Inc. entered into securities purchase agreements for a registered direct offering of 14,262,309 common shares at US $1.22 per share, targeting gross proceeds of approximately US $17.4 million.
• A concurrent private placement (the “ARC Offering”) includes a US $6 million commitment from Arias Resource Capital Fund III L.P., comprising an acquisition of 4,918,033 common shares and warrants plus the option for a US $5 million secured convertible bridge loan at 12% interest.
• Proceeds will be used to repay Brazilian lenders, fund payments to mining contractors at the Maracás Menchen Mine, and provide working‑capital support to Largo’s operating subsidiary through 2026.

Key Details

• Offering Size & Price: 14,262,309 common shares @ US $1.22 per share → ~US $17.4 million gross proceeds.
• Warrants: Up to 14,262,309 warrants issued concurrently; exercise price US $1.22; immediately exercisable; five‑year term.
• Closing Date: Expected on or about October 22, 2025, subject to TSX approval and other closing conditions.
• ARC Commitment:
• Investor: Arias Resource Capital Fund III L.P. (affiliate of largest shareholder).
• Purchase: 4,918,033 common shares + 4,918,033 warrants on same terms as the Offering.
• Total commitment: US $6 million.
• ARC Bridge Loan:
• Amount: Up to US $5 million, convertible into units of one common share plus one warrant at the offering terms.
• Interest: 12% per annum, payable on maturity (2 years) or upon default.
• Security: Secured against shares of Largo Resources (Yukon) Ltd., a wholly‑owned subsidiary.
• Use of Proceeds:
• Repayment to Brazilian lenders and payments to the mining contractor at Maracás Menchen Mine.
• Working‑capital support for Largo Vanádio de Maracás S.A. (LVMSA) through 2026.
• Settlement of placement agent fees and other offering expenses.
• Regulatory Filings: Offering made pursuant to an effective Form F‑3 shelf registration (File No. 333‑290163) declared effective September 19, 2025; prospectus supplement to be filed with the SEC.
• Placement Agent: H.C. Wainwright & Co., acting as sole placement agent for both the Offering and ARC Offering.
• TSX Exemption Request: Largo has applied for an exemption from TSX pricing, size, and shareholder‑approval requirements due to “serious financial difficulty.” Approval is not guaranteed; otherwise, shareholder approval will be required per TSX rules.

Notable Quotes

(No direct quotes were provided in the release.)