Mr. Robert Thast reports
LARGO ANNOUNCES PRICING OF US$5.7 MILLION REGISTERED DIRECT OFFERING
Largo Inc. has entered into definitive agreements for the purchase and sale of 10.2 million common shares of the company and warrants to purchase up to 10.2 million common shares at a purchase price of 56 U.S. cents per common share and accompanying warrant in a registered direct offering for aggregate gross proceeds of approximately $5.7-million (U.S.). The warrants will have an exercise price of 70 U.S. cents 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 Sept. 29, 2026, subject to the satisfaction of certain closing conditions. The offering is subject to the approval of the Toronto Stock Exchange, including the listing of the common shares and the common shares issuable upon exercise of the warrants.
H.C. Wainwright & Co. 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. 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 per cent of the company's market capitalization. The participation by the insiders will not result in insiders of the company acquiring more than 10 per cent of the outstanding common shares in any six-month period and will not materially affect control of the company.
The securities in the offering described above are being offered by the company pursuant to an effective shelf registration statement on Form F-3 (file No. 333-290163) previously filed with the U.S. Securities and Exchange Commission (the SEC), under the Securities Act of 1933, as amended, and declared effective by the SEC on Sept. 19, 2025. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and the accompanying prospectus describing the terms of the offering will be filed with the SEC and, once filed, will be available on the SEC's website. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, from H.C. Wainwright & Co. LLC, 430 Park Ave., third floor, New York, N.Y., 10022, or by telephone at 212-856-5711, or by e-mail at placements@hcwco.com.
About Largo
Inc.
Largo is the world's largest primary vanadium producer and a globally recognized supplier of high-quality vanadium products, sourced from its world-class Maracas Menchen mine in Brazil. Largo produces critical materials that empower global industries, including steel, aerospace, defence, chemical and energy storage sectors. The company is committed to operational excellence and sustainability, leveraging its vertical integration to ensure reliable supply and quality for its customers.
Largo is also strategically invested in the clean energy storage sector through its 37.4-per-cent ownership of Storion Energy, a joint venture with Stryten Energy focused on scalable domestic electrolyte production for utility-scale vanadium flow battery long-duration energy storage solutions in the U.S.
The company also holds a 100-per-cent interest in the Northern Dancer tungsten-molybdenum property located in the Yukon Territory, Canada, and 100-per-cent interest in the Currais Novos tungsten project near Natal, Brazil. Preliminary economic assessments were completed for each asset in 2011.
Largo's common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange under the symbol LGO.
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