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Largo Resources Ltd. announced that it has completed the first tranche of its previously announced private placement (the "Offering") of 22,727,273 special warrants of the Company (the "Special Warrants"), at a price of $0.22 per Special Warrant, for gross proceeds of approximately $5,000,000.
In connection with the Offering, the Company engaged Byron Securities Limited and Clarus Securities Inc. (the "Agents") to act as agents in respect of the issuance and sale of a portion of the Special Warrants issued pursuant to the Offering (the "Brokered Offering"). The remaining Special Warrants were sold on a non-brokered basis. The Brokered Offering consisted of a total of 19,500,002 Special Warrants sold as part of the first tranche of the Offering.
The Agents received a cash commission equal to 6.5% of the gross proceeds raised in connection with of Brokered Offering and were issued warrants exercisable to acquire that number of compensation options as is equal to 6.5% of the number of Special Warrants sold pursuant to the Brokered Offering.
The Company expects to complete the second tranche of the Offering, on a non-brokered basis, for gross proceeds of approximately $3,000,000 within five business days.
Each Special Warrant will entitle the holder thereof to receive one unit of the Company (a "Unit") on the exercise or deemed exercise of the Special Warrant, each Unit being comprised of one common share of the Company (a "Unit Share") and one-half of one common share purchase warrant (each whole common share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to purchase one common share of the Company (a "Warrant Share") at a price of $0.35 for a period of 12 months following the date hereof (the "Closing Date"), subject to adjustment in certain events. The Special Warrants will be exercisable by the holders thereof at any time after the Closing Date (for no additional consideration) and all unexercised Special Warrants will be deemed to be exercised (for no additional consideration) on the earlier of: (a) the date that is four months and a day following the Closing Date, and (b) the fifth business day after a receipt is issued for a final prospectus by the securities regulatory authorities in each of the provinces of Canada where Special Warrants are issued and sold, qualifying for distribution the Unit Shares and Warrants to be issued upon the exercise of the Special Warrants. The Company shall use commercially reasonable efforts to obtain such receipt for a final exercise of the Special Warrants within 60 days of the Closing Date. Until a receipt is issued for the final prospectus, the Special Warrants (and any Unit Shares and Warrants issued on exercise thereof) will be subject to a four month hold period under applicable Canadian securities laws. If the Company fails to qualify the distribution of the Unit Shares and Warrants underlying the Special Warrants within 60 days following the Closing Date, the holders of Special Warrants will be entitled to receive an additional number of Units equal to 10% of the number of Units issuable upon the exercise or deemed exercise of the Special Warrants, resulting in each Special Warrant being exercisable for 1.1 Units.
Largo intends to use the net proceeds from the Offering to acquire an additional 35.5% interest in its Maracas vanadium project in Brazil and for working capital purposes. Upon completion of the proposed acquisition, Largo would hold an 80% interest in the project and have an option to acquire an additional 10% interest.