/The dissemination of this release in the United States or to any United
States news service may constitute a violation of U.S. securities
For dissemination in Canada and over Canadian news services only.
TORONTO, Sept. 16, 2011 /CNW/ - Arias Resource Capital Fund L.P. ("ARCF I"), announced that it acquired 10,294,118 common shares of Largo
Resources Ltd. (TSXV: LGO) (the "Company") upon exercise of common share purchase warrants of the Company that
ARCF I acquired pursuant to a private placement transaction that closed
on September 16, 2010 (the "2010 Warrants"). ARCF I exercised 10,294,118 warrants at an exercise price of C$0.25
per share for an aggregate price of C$2,573,529.50.
Following the exercise of the 2010 Warrants, ARCF I currently holds
63,485,432 common shares of the Company representing approximately
15.1% of the total outstanding common shares of the Company.
Additionally, ARCF I also owns (i) 31,672,311 subscription receipts of
the Company ("Subscription Receipts"), with each Subscription Receipt being convertible, at no additional
cost, for one unit of the Company upon satisfaction of certain escrow
release conditions, each such unit being comprised of one common share
of the Company and one-third of one common share purchase warrant (each whole warrant,
a "Warrant") and (ii) 3,728,277 Warrants exercisable for an additional 3,728,277
common shares of the Company at an exercise price of C$0.50 expiring on
April 7, 2015. Assuming the exercise of the 3,728,277 Warrants, ARCF I
currently holds 15.8% of the total outstanding common shares of the
Company, on a partially-diluted basis.
Arias Resource Capital Fund II L.P. ("ARCF II") holds 4,600,628 common shares of the Company representing
approximately 1.1% of the total outstanding common shares of the
Company, 13,027,689 Subscription Receipts and 1,533,543 Warrants.
Assuming the exercise of the 1,533,543 Warrants, ARCF II currently
holds 1.5% of the total outstanding common shares of the Company, on a
Assuming the exercise of the Warrants currently held by ARCF I and ARCF
II (collectively, the "ARC Funds"), combined the ARC Funds currently
hold 17.2% of the total outstanding common shares of the Company, on a
The ARC Funds have agreed not to exercise any of the Subscription
Receipts where such exercise could result in the ARC Funds, together
with any affiliate, becoming a new "control person" (as defined in the
TSX Venture Exchanges policies) until such time as the regulatory and
shareholder approvals necessary to permit such exercise are obtained.
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 with respect to the
securities of the Company 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
securities of the Company beneficially owned by the ARC Funds, but he
disclaims any beneficial ownership of any such securities, except to
the extent of his pecuniary interest therein.
The exercise of the 2010 Warrants was executed for investment purposes.
ARCF I may, from time to time, acquire additional securities of the
Company or decrease its ownership of securities of the Company as it
may deem appropriate.
This news release has been disseminated in accordance with the early
warning requirements of Canadian provincial securities laws.
SOURCE ARIAS RESOURCE CAPITAL FUND L.P.
For further information:
Alberto Arias, Director, phone: (212) 266-8600, email: email@example.com.