Largo to raise $23.4-million (U.S.) in financings

Executive Summary

• Largo Inc. announced pricing of a $17.4 million registered direct offering of 14,262,309 common shares at $1.22 per share, plus a concurrent private placement of warrants on the same terms.
• Arias Resource Capital Fund III LP will provide up to $6 million in financing, including a possible $5 million secured convertible bridge loan that would automatically convert into units of common shares and warrants upon closing.
• Proceeds are earmarked for repayment of Brazilian lenders, payment to mining contractors at the Maracas Menchen mine, other key suppliers, and working‑capital support for Largo’s operating subsidiary through 2026.

Key Details

• Registered Direct Offering
• Shares offered: 14,262,309 common shares
• Price per share: US $1.22
• Gross proceeds: US $17.4 million

• Closing expected: on or about Oct. 22, 2025, subject to TSX approval and other conditions

• Concurrent Private Placement (Warrants)

• Warrants issued: up to 14,262,309 warrants to purchase common shares at US $1.22 each

• Exercise price: US $1.22 per warrant; immediately exercisable; expires five years from issuance

• ARC Fund III Financing

• Total commitment: US $6 million
• Purchase of 4,918,033 common shares and 4,918,033 warrants on the same terms as the offering
• Optional secured convertible bridge loan: up to US $5 million at 12% annual interest, maturing in two years or upon default, secured against Largo Resources (Yukon) Ltd. common shares

• Bridge loan conversion: automatically into units of unregistered common share and warrant on closing

• Use of Proceeds

• ARC bridge loan: equity contribution to Largo Vanadio de Maracas S.A. (LVMSA) and working‑capital needs

• Offering proceeds (net of fees): repayment to Brazilian lenders, payments to mining contractor at Maracas Menchen mine, and other key suppliers – addressing current liquidity constraints that are affecting mine production rates

• Regulatory & Placement Agent

• H.C. Wainwright & Co. acting as sole placement agent for both the registered offering and ARC financing

• Offering made pursuant to effective Form F‑3 shelf registration (file No. 333‑290163) declared effective Sep. 19, 2025; prospectus supplement to be filed with the SEC

• TSX Exemption Request

• Largo has applied for TSX exemption from pricing, size, and security‑holder approval requirements due to “serious financial difficulty”
• If denied, shareholder approval will be required per TSX company manual before completion

Notable Quotes

(No direct quotes were provided in the release.)