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ARC Funds Completes Secondary Offering of Largo Shares

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ARC Funds Completes Secondary Offering of Largo Shares

Canada NewsWire

/FOR DISSEMINATION IN CANADA AND OVER CANADIAN NEWS SERVICES ONLY. 
THE DISSEMINATION OF THIS RELEASE IN THE UNITED STATES OR TO ANY UNITED STATES NEWS SERVICE MAY CONSTITUTE A VIOLATION OF U.S. SECURITIES LAWS./

TORONTO, July 25, 2018 /CNW/ - Arias Resource Capital Fund L.P. ("ARCF I"), Arias Resource Capital Fund II L.P. ("ARCF II") and Arias Resource Capital Fund II (Mexico) L.P. ("ARCF II Mexico", together with ARCF I and ARCF II, the "ARC Funds") announced that they, collectively, sold directly to a syndicate of underwriters on a bought deal basis an aggregate of 33,350,000 common shares ("Common Shares") in the capital of Largo Resources Ltd. ("Largo") at a price of $1.40 per Common Share, less the underwriting commission, for aggregate net proceeds (after deducting the underwriting commission) of $44,238,775.00 (the "Secondary Offering"). The Secondary Offering closed on July 24, 2018.

Following the Secondary Offering, the ARC Funds own, in the aggregate, 253,476,830 Common Shares and 90,174,853 Warrants. J. Alberto Arias has been granted for service on the Largo Board of Directors a total of 398,000 vested Options. Giving effect to the disposition of Common Shares under the Secondary Offering and assuming the exercise in full of the Warrants by the ARC Funds and the vested Options by J. Alberto Arias, the Common Shares held by the ARC Funds and J. Alberto Arias, collectively, would represent approximately 56.12% of the total outstanding Common Shares of Largo, on a partially diluted basis, representing a decrease of approximately 9.94%, as summarized below:



Common Shares issuable on exercise or conversion




Common Shares Owned

Warrant Shares

Option Shares

Partially Diluted
Total

% Change in
Ownership

J. Alberto Arias

---

---

398,000

398,000 (0.06%)

(0.01%)

ARCF I

27,441,299 (5.25%)

13,156,707

---

40,598,006 (6.62%)

(5.05%)

ARCF II

213,899,479 (40.94%)

72,882,972

---

286,782,451 (46.78%)

(4.61%)

ARCF II (Mexico)

12,136,052 (2.32%)

4,135,174

---

16,271,226 (2.65%)

(0.27%)

TOTAL:

253,476,830 (48.52%)

90,174,853

398,000

253,476,830 (56.12%)

(9.94%)

 

The ARC Funds are managed by Arias Resource Capital Management LP (the "Manager"). The respective general partner of each of the ARC Funds retains the power to make investment and voting decisions in respect of the Largo securities beneficially owned by the ARC Funds. J. Alberto Arias is the sole director of each of the general partners of the ARC Funds and indirectly controls the Manager.  As such, Mr. Arias may be deemed to share voting and dispositive power with respect to the Largo securities beneficially owned by the ARC Funds, but he disclaims any beneficial ownership of any such securities, except to the extent of his pecuniary interest therein.

The Common Shares were disposed of by the ARC Funds a result of investment considerations including price, market conditions, availability of funds, evaluation of alternative investments and other factors. The ARC Funds may, from time to time, acquire additional securities of Largo and/or dispose of such securities as they may deem appropriate. The ARC Funds currently have no other plans or intentions to acquire or dispose of securities of Largo, but depending on market conditions, general economic and industry conditions, trading prices of securities of Largo, Largo's business, financial condition and prospects and/or other relevant factors, the ARC Funds may develop such plans or intentions in the future.

This news release has been disseminated in accordance with the early warning requirements of Canadian provincial securities laws.

SOURCE ARIAS RESOURCE CAPITAL FUND L.P.

View original content: http://www.newswire.ca/en/releases/archive/July2018/25/c4258.html

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