Largo Enters Into Letter of Intent for Brazilian Joint Venture With Vinci Partners
10/27/2010 9:25 AM - NFD
- Investors, led by Vinci Partners to provide US$120 million equity funding to develop Maracas Vanadium Project
- Largo to contribute Brazilian projects and operating management to joint venture
- Largo and Vinci Capital, the private equity division of Vinci Partners, to jointly explore and acquire further projects to create formidable Brazilian mining venture
- Conference call to provide corporate update and discuss proposed joint venture on Wednesday October 27 at 11:00am ET
TORONTO, ONTARIO, Oct 27, 2010 (Marketwire via COMTEX News Network) --
THIS NEWS RELEASE IS INTENDED FOR DISTRIBUTION IN CANADA ONLY AND IS NOT INTENDED FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES.
Largo Resources Ltd. (TSX VENTURE:LGO) is pleased to announce that it has signed a non binding Letter of Intent ("LOI") with Vinci Capital Gestora de Recursos Ltda. ("Vinci Capital"), a Brazilian private equity investment manager, to enter into a joint venture agreement ("Joint Venture") to explore, develop and acquire strategic mineral projects in Brazil.
Vinci Capital is one of Brazil's most experienced private equity firms with consistent superior investment performance since 2001. Vinci Capital is the private equity division of Vinci Partners Investimentos Ltda. ("Vinci Partners") that has a capital base of approx. $3 billion; $2.2 billion of which is its Partners' capital. This Joint Venture represents its first investment in Brazil's growing mining and minerals sectors.
Under the terms of the LOI, Vinci Partners and its co investors will provide US$120 million into a newly formed Brazilian Company for the purposes of (i) acquiring the 20% minority interest in the Maracas Vanadium project that Largo does not currently own, (ii) developing the Maracas mine and (iii) progress other projects in Brazil, including the Currais Novo and Campo Alegre projects currently held by Largo.
Under the terms of the LOI, Largo shall contribute its Maracas, Currais Novos, and Campo Alegre projects and its operating team to the newly formed Brazilian Company in consideration for a minimum economic interest of 40% of the newly formed Brazilian Company with additional performance warrants that would enable Largo to increase its stake therein.
Attendant to the final investment and shareholder agreements will be corporate governance controls that would provide Largo with the right to nominate two of the five Board Members of the new Brazilian Company, and also provide super majority vote or veto rights on material issues such as acquisitions/dispositions, liquidity events and dividend distributions.
Largo retains direct ownership of the Northern Dancer property and will continue to look to acquire directly additional mineral projects outside of Brazil.
Largo and Vinci Capital expect to sign definitive agreements by early November that will define economics, corporate governance, and other operational parameters. Signing of the definitive agreements will be subject to Vinci Capital satisfactorily completing its due diligence review of Largo and its projects. Funding is scheduled to be provided in instalments, with the first instalment payable upon closing, which is expected by early December. Pursuant to the LOI, Largo has agreed to exclusively negotiate with Vinci regarding the definitive agreements for a period of 45 days from the date hereof.
Banco Itau BBA S.A. is acting as exclusive financial advisor to Largo in connection with the capital raise for the Maracas Vanadium Project. Byron Securities Limited and Cormark Securities Inc. provided financial advice and independent advice to the Board of Directors of Largo regarding the LOI.
Closing will be subject to Largo obtaining all required regulatory and Board approvals, including approval of the TSX Venture Exchange. With the equity and debt funding, as described in Largo's press release of July 12, 2010, Maracas would be on track for commercial production on or about the fourth quarter of 2012.
Conference Call:
Largo management is hosting a conference call to discuss the proposed transaction and provide an update on existing operations on Wednesday October 27 at 11:00am ET. Please see call in details below:
Participant dial-in number(s): 416-695-7806 International 888-789-9572 Toll Free Participant pass code: 2722185
About Largo
Largo Resources Ltd. is a Canadian-based mineral resource exploration and development company focused on creating a world leading strategic metals Company. The Company holds an 80% interest in the Maracas Vanadium project, a 100% interest in the Currais Novos Tungsten Project and a 100% interest in the Campo Alegre de Lourdes Iron and Vanadium project, all in Brazil and a 70% interest in the Northern Dancer Tungsten-Molybdenum property located in the Yukon Territory, Canada. The immediate goal of the Company is to develop the Maracas Vanadium project and begin production from the reprocessing of tungsten tailings from Currais Novos by April 2011. Largo has a very skilled management team both in Canada and Brazil with the ability to advance these projects. Largo is a publicly listed company on the TSX Venture Exchange under the symbol LGO.
For more information please refer to Largo's website: www.largoresources.com.
About Vinci
Vinci Partners Investimentos Ltda. is an independent investment firm and financial services provider founded in 2009 by former partners/MD's of Banco UBS Pactual and currently has over 100 employees, including 30 partners, most of which have been working together for nearly 15 years, in offices in Rio de Janeiro and Sao Paulo. As of June 30, 2010, Vinci Partners managed approximately US$3 billion of assets across its asset and wealth management divisions. Within asset management, its core business, Vinci Partners manages funds in private equity, public equity and hedge fund investment strategies. Vinci Partners is fully owned by its partners, who have collectively committed approximately US$2.2 billion of their personal capital to the Firm's products.
For more information please refer to Vinci's website: www.vincipartners.com
Disclaimer
This press release contains forward-looking statements under Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the proposed use of proceeds, receipt of regulatory approval; completion of the transactions on the terms proposed; Largo's development potential and timetable of the Maracas and Northern Dancer projects; Largo's ability to raise additional funds necessary; the future price of ferrovanadium and vanadium pentoxide; the estimation of mineral reserves and mineral resources; conclusions of economic evaluation; the realization of mineral reserve estimates; the timing and amount of estimated future production, development and exploration; costs of future activities; capital and operating expenditures; success of exploration activities; mining or processing issues; currency exchange rates; government regulation of mining operations; and environmental risks. Generally, 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". Forward-looking statements are based on the opinions and estimates of management as of the date such statements are made. 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 risks described in the annual information form of the Company. 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.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
SOURCE: Largo Resources Ltd.
Largo Resources Ltd. Mark Brennan President & CEO (416) 861-5886 mbrennan@largoresources.com www.largoresources.com
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