Largo Resources Ltd

Yukon Territory - Brazil - Ecuador: Gold-Copper, Vanadium PGE , tungsten/molybdenum

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posted on Apr 27, 2010 10:47AM
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Largo Obtains Receipt for Final Prospectus

Tue Apr 27, 7:30 AM

TORONTO, ONTARIO--(Marketwire - April 27, 2010) - Largo Resources Ltd. (TSX VENTURE: LGO.V) ("Largo" or the "Company") is pleased to announce that it obtained a receipt on April 26, 2010 in connection with the filing of a final prospectus (the "Prospectus") in the province of Ontario. The prospectus qualifies for distribution 36,363,637 common shares (the "Common Shares") and 18,181,818 common share purchase warrants (the "Warrants") of the Company issuable upon the automatic exercise of 36,363,637 previously issued special warrants of the Company (the "Special Warrants"). The automatic exercise of the Special Warrants is scheduled to occur at 4:59 p.m. (Toronto time) on May 3, 2010, being the fifth business day after the issuance of the receipt for the Prospectus.

As previously announced, the Special Warrants were issued by way of a private placement which closed in two tranches on March 5 and March 10, 2010, respectively, at a price of CDN$0.22 per Special Warrant, resulting in gross proceeds to the Company of approximately CDN$8,000,000. Each Special Warrant will be automatically exercised, without payment of additional consideration or any further action required on the part of the holder thereof, for one unit of the Company consisting of one Common Share and one-half of one Warrant. Each Warrant will entitle its holder to purchase one additional common share of the Company at a price of CDN$0.35 per share until March 5, 2011. Byron Securities Limited and Clarus Securities acted as agents in connection with the brokered portion of the private placement.

A notice is being sent to all registered holders of Special Warrants, together with a copy of the Prospectus, advising of the automatic exercise of the Special Warrants.

The Company also announces that the Prospectus contains certain additional and revised information to correct and supplement the "Executive Compensation Disclosure" section in Largo's management information circular dated May 6, 2009 (the "Circular"). Specifically, the Prospectus includes a compensation discussion and analysis, a revised Summary Compensation Table which includes amended disclosure on option awards to named executive officers and additional information with respect to termination and change of control benefits. Please refer to Schedule "A" of the Prospectus which may be found under the Company's profile at www.sedar.com.

About Largo

Largo Resources Ltd. is a Canadian natural resource development and exploration company with two advanced stage projects: the Maracas Vanadium-PGM deposit in Brazil and the Northern Dancer Tungsten-Molybdenum deposit in the Yukon. The Company is listed on the TSX Venture Exchange under the symbol LGO. For more information please refer to Largo's website: www.largoresources.com.

This press release contains forward-looking statements under Canadian securities legislation. 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 related to: timing and availability of external financing on acceptable terms; unexpected events and delays during construction, expansion and start-up; variations in ore grade and recovery rates; receipt and revocation of government approvals; actual results of current exploration activities; changes in project parameters as plans continue to be refined; future prices of ferrovanadium; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry. Although management of the 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.

NEITHER THE TSX VENTURE EXCHANGE (NOR ITS REGULATORY SERVICE PROVIDER) ACCEPTS RESPONSIBILITY FOR THE ADEQUACY OR ACCURACY OF THIS RELEASE.

Contacts

Mark Brennan
Largo Resources Ltd.
President & CEO
(416) 861-5886
mbrennan@largoresources.com
www.largoresources.com

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