/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES/
TORONTO, Aug. 23 /CNW/ - Largo Resources Ltd. (TSXV: LGO) ("Largo" or the "Company") is pleased to announce that it has filed a preliminary short form prospectus in connection with a proposed offering (the "Offering") of up to a maximum of 27,941,175 units (the "Units"), at a price of Cdn$0.17 per Unit (the "Offering Price"), for gross proceeds of up to Cdn$4,750,000. Up to 17,647,058 Units (the "Brokered Offering') will be offered and sold on a best-efforts basis pursuant to an agency agreement to be entered into between the Company and Byron Securities Limited and Cormark Securities Inc. (the "Agents"). Up to 10,294,117 Units may be sold directly by the Company to certain current shareholders of the Company. The Offering is subject to a minimum of Cdn$1,200,000 being raised.
Each Unit is comprised of one common share of the Company and one common share purchase warrant (a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company at a price of $0.25 at any time prior to 5:00 p.m. (Toronto time) on the date that is 12 months following the closing date of the Offering.
In addition, the Company has agreed to grant the Agents an option (the "Over-Allotment Option") to arrange for the purchase of up to an additional 2,647,058 Units (representing 15% of the maximum Brokered Offering) on the same terms and conditions as under the Brokered Offering, exercisable any time, in whole or in part, up to 48 hours prior to the closing of the Offering. If the Over-Allotment Option is exercised in full, the total gross proceeds to Largo will be Cdn$5,200,000.
The net proceeds raised pursuant to the Offering will be used principally to further develop the Maracas Project by advancing the licensing process and furthering construction activities.
The Offering is expected to close on or about September 2, 2010 and is subject to certain conditions, including but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.
For their services in connection with the Offering, the Agents will receive a cash commission equal to 7% of the gross proceeds of the Brokered Offering and broker warrants (the "Broker Warrants") exercisable to acquire that number of Units equal to 7% of the number of Units sold pursuant to the Brokered Offering. Each Broker Warrant will entitle the holder thereof to purchase one Unit at the Offering Price at any time prior to 5:00 p.m. (Toronto time) on the date that is 12 months following the closing date of the Offering.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
Largo Resources Ltd. is a Canadian natural resource development and exploration company with two advanced stage projects: the Maracas Vanadium-PGM deposit in Brazil and the Northern Dancer Tungsten-Molybdenum deposit in the Yukon. The Company is listed on the TSX Venture Exchange under the symbol LGO. For more information please refer to Largo's website: www.largoresources.com.
NEITHER THE TSX VENTURE EXCHANGE (NOR ITS REGULATORY SERVICE PROVIDER) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE
This press release contains forward-looking statements under Canadian securities legislation. 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". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. 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 the Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to risks related to: timing and availability of external financing on acceptable terms; unexpected events and delays during construction, expansion and start-up; variations in ore grade and recovery rates; receipt and revocation of government approvals; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of ferrovanadium; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. Although management of the 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.
SOURCE Largo Resources Ltd.
For further information: For further information: Mark Brennan, President & CEO, (416) 861-5886, email@example.com