/FOR DISSEMINATION IN CANADA AND OVER CANADIAN NEWS SERVICES ONLY/
TORONTO, Dec. 13, 2013 /CNW/ - Arias Resource Capital Fund II L.P. ("ARCF II") and Arias Resource Capital Fund II (Mexico) L.P. ("ARCF Mexico") completed the acquisition of a total of 75,000,000 common shares ("Common Shares") of Largo Resources Ltd. ("Largo") pursuant to the private placement previously announced by Largo in a
press release dated November 29, 2013 (the "Private Placement"). The Common Shares were acquired at a price of CAD$0.20 per Common
Share for aggregate consideration of CAD$15,000,000.00.
ARCF II acquired a total of 70,973,180 Common Shares of Largo at a price
of CAD$0.20 per Common Share for consideration of CAD$14,194,636.07.
ARCF Mexico acquired a total of 4,026,820 Common Shares of Largo at a
price of CAD$0.20 per Common Share for consideration of CAD$805,363.93.
As a result of this acquisition, ARCF II owns an additional 70,973,180
Common Shares, representing approximately 7.2% of the total outstanding
Common Shares of Largo and ARCF Mexico owns an additional 4,026,820
Common Shares, representing approximately 0.4% of the total outstanding
Common Shares of Largo.
This acquisition brings ARCF II's aggregate holdings of Common Shares to
140,531,742 representing approximately 14.3% of the total outstanding
Common Shares of Largo and ARCF Mexico's aggregate holding of Common
Shares to 7,973,378 representing approximately 0.8% of the total
outstanding Common Shares of Largo, as at December 13, 2013. Arias
Resource Capital Fund L.P. ("ARCF I") was not a participant in this Private Placement, but holds
105,803,230 Common Shares and holds warrants exercisable for an
additional 17,834,210 Common Shares in Largo, representing
approximately 12.4% of the total outstanding Common Shares of Largo, on
a partially-diluted basis, as at December 13, 2013.
ARCF I, ARCF II and ARCF Mexico (collectively, the "ARC Funds") currently hold 254,308,350 Common Shares and 35,669,909 warrants in
Largo expiring April 15, 2015. Accordingly the ARC Funds will be a
"Control Person" of Largo (as defined in the TSX Venture Exchange
Corporate Finance Manual). At the annual and special meeting of the
shareholders of Largo held on June 27, 2013, the shareholders approved
the creation of the ARC Funds as a Control Person of
Largo. Accordingly, on an aggregate basis, assuming the exercise of the
warrants currently held, the Common Shares held collectively by the ARC
Funds would represent approximately 28.5% of the total outstanding
Common Shares of Largo, on a partially-diluted basis.
The ARC Funds are managed by Arias Resource Capital Management LP (the "Manager"). The respective general partner of each of the ARC Funds retains the
power to make investment and voting decisions in respect of the Largo
securities beneficially owned by the ARC Funds. J. Alberto Arias is
the sole director of each of the general partners of the ARC Funds and
indirectly controls the Manager. As such, Mr. Arias may be deemed to
share voting and dispositive power with respect to the Largo securities
beneficially owned by the ARC Funds, but he disclaims any beneficial
ownership of any such securities, except to the extent of his pecuniary
The Largo securities were acquired for investment purposes. The ARC
Funds may, from time to time, acquire additional securities of Largo
and/or dispose of such securities as they may deem appropriate.
This news release has been disseminated in accordance with the early
warning requirements of Canadian provincial securities laws.
The dissemination of this release in the United States or to any United
States news service may constitute a violation of U.S. securities laws.
SOURCE: Arias Resource Capital Fund II L.P.
For further information:
Alberto Arias, Director, phone: (212) 266-8600 e-mail: email@example.com.