TORONTO, Sept. 25, 2026 /CNW/ -- Largo Inc. ("Largo" or the "Company") (TSX: LGO) (NASDAQ: LGO) announces that it has entered into definitive agreements for the purchase and sale of 10,200,000 common shares of the Company ("Common Shares") and warrants to purchase up to 10,200,000 Common Shares ("Warrants") at a purchase price of US$0.56 per Common Share and accompanying Warrant in a registered direct offering (the "Offering") for aggregate gross proceeds of approximately US$5.7 million. The Warrants will have an exercise price of US$0.70 per share, will be immediately exercisable upon issuance and will expire five years from issuance. The closing of the Offering is expected to occur on or about September 29, 2026, subject to the satisfaction of certain closing conditions. The Offering is subject to the approval of the Toronto Stock Exchange (the "TSX"), including the listing of the Common Shares and the Common Shares issuable upon exercise of the Warrants.
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H.C. Wainwright & Co. (the "Placement Agent") is acting as exclusive placement agent for the Offering. The Placement Agent will receive customary agency fees and broker warrants upon closing.
The use of proceeds of the Offering, net of placement agent fees and other Offering expenses payable by the Company, will be for working capital purposes, including to pay trade creditors.
Arias Resource Capital Fund IV LP ("ARC Fund IV"), an affiliate of Alberto Arias, Co-Chief Executive Officer and a director of the Company, and of the Company's largest shareholder and Jim Bannantine, the Co-Chief Executive Officer of the Company, have agreed to purchase an aggregate of 2,499,999 Common Shares and 2,499,999 Warrants in the Offering on the same terms as the other investors. Each of ARC Fund IV and Mr. Bannantine (together, the "Insiders") is a "related party" of the Company and their participation is a "related party transaction" within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions ("MI 61-101"). The Company is relying on the exemptions from the formal valuation and minority approval requirements of MI 61-101 in sections 5.5(a) and 5.7(1)(a), as neither the fair market value of the securities to be issued to nor the consideration to be paid by either Insider exceeds 25% of the Company's market capitalization. The participation by the Insiders will not result in insiders of the Company acquiring more than 10% of the outstanding Common Shares in any six-month period and will not materially affect control of the Company.