TORONTO, Nov. 15, 2018 /CNW/ - Largo Resources Ltd.
("Largo" or the "Company") (TSX: LGO) (OTCQX: LGORF)
is pleased to announce that effective December 3, 2018 the Company will permit, without
any further action on the part of holders
("Warrantholders"), all outstanding unlisted warrants of the
Company (the "Warrants") to be exercisable on a cashless
exercise basis at the option of the Warrantholder. No other terms
of the Warrants are being amended.
Mr. Mark Smith, Chief Executive
Officer of Largo, stated "If our Warrantholders take advantage of
this cashless exercise tool,it will minimize dilution to our
shareholders upon exercise. As an example, assuming all of the
existing Warrants are exercised on this basis at a price of
$4.38 (being the approximate 5-day
VWAP as of close today), approximately 16.3 million fewer common
shares will be issued upon exercise."
The outstanding Warrants which will now be exercisable on a
cashless exercise basis are those issued in connection with the
following financings:
- January 29, 2016 and March 2, 2016 (unit private placement)
exercisable at $0.29 per common share
and expiring 5 years from issuance
- September 7, 2016, September 12, 2016 and October 4, 2016 (unit private placement)
exercisable at $0.65 per common share
and expiring 3 years from issuance
- January 2, 2017 and January 24, 2017 (unit private placement)
exercisable at $0.65 per common share
and expiring 3 years from issuance
- April 12, 2017, (part of short
term shareholder loan) exercisable at $0.50 per common share and expiring December 31, 2020
- November 30, 2017 and
December 13, 2017 (unit private
placement) exercisable at $1.15 per
common share and expiring 5 years from issuance
Warrantholders may exercise their Warrants without cash
consideration through the issuance of common shares in the capital
of Largo ("Common Shares") equal to the following formula:
(number of Warrants exercised * market price1 at the
time of exercise) less (number of Warrants exercised * exercise
price) / market price1 at the time of exercise.
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(1)
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Market price means
the volume weighted average trading price of the Common Shares on
the TSX, or another stock exchange where the majority of the
trading volume and value of the listed securities occurs, for the
five (5) trading days immediately preceding the date the Company
receives the Cashless Exercise Election Form (defined
below).
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This press release is a summary of certain provisions of the
cashless exercise election form, which will be transmitted to
Warrantholders ("Cashless Exercise Election Form") and is
qualified in its entirety by the full text of the Cashless Exercise
Election Form and the applicable Warrant certificates. A copy of
the Cashless Exercise Election Form will be available on the
Company's website at www.largoresources.com and can also be
obtained from the Company by contacting ir@largoresources.com.
Cashless Exercise Election Forms will not be accepted from or on
behalf of Warrantholders in any jurisdiction in which the
acceptance thereof would not be in compliance with the laws of such
jurisdiction.
The Common Shares issuable upon exercise of the Warrants have
not been and will not be registered under the U.S. Securities Act
of 1933, as amended, (the "Securities Act") and may not be offered
or sold in the United States
absent registration under or an applicable exemption from the
registration requirements of the Securities Act. This press release
does not constitute an offer to sell or the solicitation of an
offer to buy the securities herein described, and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of that
jurisdiction.
About Largo Resources
Largo is a Toronto-based strategic mineral company focused
on the production of vanadium flake, high purity vanadium flake and
high purity vanadium powder at the Maracás Menchen
Mine located in Bahia State, Brazil. The Company's
Common Shares are principally listed on the Toronto Stock
Exchange under the symbol "LGO". For more information
on Largo, please visit our website
at www.largoresources.com.
Forward-looking Information:
This press release contains forward-looking information under
Canadian securities legislation, some of which may be considered
"financial outlook" for the purposes of application Canadian
securities legislation ("forward-looking statements").
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". All
information contained in this news release, other than statements
of current and historical fact, is forward looking information.
Forward-looking statements are subject to known and unknown risks,
uncertainties and other factors that may cause the actual results,
level of activity, performance or achievements of the 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 SEDAR 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&As.
Neither the Toronto Stock Exchange (nor its regulatory
service provider) accepts responsibility for the adequacy or
accuracy of this press release.
SOURCE Largo Resources Ltd.