Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Largo Announces Closing of US$5.7 Million Registered Direct Offering
TORONTO - September 29, 2026 - Largo Inc. ("Largo" or the "Company") (TSX: LGO) (NASDAQ: LGO) announces the closing of its previously announced registered direct offering (the "Offering") 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 for aggregate gross proceeds of approximately US$5.7 million. The Warrants have an exercise price of US$0.70 per share, are immediately exercisable upon issuance and will expire five years from issuance.
H.C. Wainwright & Co. acted as exclusive placement agent for the Offering. The Placement Agent received 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, purchased 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 issued, nor the consideration paid by either Insider exceeded, 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.
The securities in the Offering described above were 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 (the "Securities Act"), and declared effective by the SEC on September 19, 2025. The offering of the securities was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus describing the terms of the registered direct offering was filed with the SEC and is available on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, or by telephone at (212) 856-5711, or by email at placements@hcwco.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Largo
Largo is a globally recognized supplier of high-quality vanadium and ilmenite products, sourced from its world-class Maracás Menchen Mine in Brazil.
Largo's common shares trade on the Nasdaq Stock Market and on the Toronto Stock Exchange under the symbol "LGO".
Forward-Looking Information
This press release contains "forward-looking information" and "forward-looking statements" within the meaning of applicable securities legislation. Forward‐looking information in this press release includes, but is not limited to, the ability of the Company to continue as a going concern, the impact of the Offering and the results thereof, and the anticipated use of proceeds from the Offering.
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", although not all forward-looking statements include those words or phrases. In addition, any statements that refer to expectations, intentions, projections, guidance, potential or other characterizations of future events or circumstances contain forward-looking information. Forward-looking statements are not historical facts nor assurances of future performance but instead represent management's expectations, estimates and projections regarding future events or circumstances. Forward-looking statements are based on our opinions, estimates and assumptions that we considered appropriate and reasonable as of the date such information is stated, subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of Largo to be materially different from those expressed or implied by such forward-looking statements, including but not limited to those risks described in the annual information form of Largo and in its public documents filed on www.sedarplus.ca and available on www.sec.gov from time to time. Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. Although management of 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. Readers should also review the risks and uncertainties sections of Largo's annual and interim MD&A which also apply.
Trademarks are owned by Largo Inc.
Neither the Toronto Stock Exchange (nor its regulatory service provider) accepts responsibility for the adequacy or accuracy of this release.
Contacts
For more information, please contact: Investor Relations
Vera Abdo
Investor Relations Consultant
+1.640.223.6956
largoir@mzgroup.com.
