Largo Inc美股招股说明书(2025-10-16版)

PROSPECTUS SUPPLEMENT(To Prospectus dated September 19, 2025) LARGO INC. 14,262,309 Common Shares We are offering in a registered direct offering 14,262,309 common shares, without par value, to certain accredited investors (each a"Purchaser,” and collectively, the "Purchasers") under a securities purchase agreement entered into on October 13, 2025 between usand the Purchasers. Each common share is being sold at a price of $1.22. In a concurrent private placement (the “Concurrent Private Placement”), we are also selling (i) to the Purchasers 14,262,309 warrants(the "Common Warrants") to purchase up to 14,262,309 common shares (the "Common Warrant Shares"), which have an exerciseprice of $1.22 per Common Warrant Share, and are exercisable immediately upon issuance with a term of five years from the date ofissuance; and (ii) to Arias Resource Capital Fund III L.P. ("ARC Fund III"), an affiliate of the Company's largest shareholder,4,918,033 common shares (the "Backstop Shares") and warrants (the "Backstop Warrants") to purchase up to 4,918,033 commonshares (the "Backstop Warrant Shares")(collectively, the "ARC Backstop Commitment"). A portion of the ARC Backstop Commitmentwas advanced by way of a US$5 million secured convertible bridge loan (the "ARC Bridge Loan"), which will reduce the ARCBackstop Commitment by $5 million. Subject to the approval of the Financial Hardship Exemption (as defined below) by the TorontoStock Exchange (the “TSX”), the ARC Bridge Loan will automatically convert on the closing of the Concurrent Private Placementinto units consisting of Backstop Shares and Backstop Warrants on the same terms as the Concurrent Private Placement describedabove. See “Prospectus Supplement Summary-Hardship Exemption”. The Backstop Shares, the Common Warrants and the BackstopWarrants, as well as the Common Warrant Shares and Backstop Warrant Shares issuable upon the exercise of the Common Warrantsand Backstop Warrants, as applicable, are being offered pursuant to the exemptions provided in Section 4(a)(2) of the Securities Act of1933, as amended (the "Securities Act"), and Rule 506(b) of Regulation D promulgated thereunder, and they are not being offeredpursuant to this prospectus supplement and the accompanying prospectus. See "Concurrent Private Placement" for more information. We are an "emerging growth company" as defined under U.S. federal securities laws and are subject to reduced public companyreporting requirements. See "Prospectus Supplement Summary-Emerging Growth Company." Our common shares are listed on the TSX and the Nasdaq Capital Market under the trading symbol "LGO". On October 13, 2025, thelast trading day prior to the date of this prospectus supplement, the closing price of the common shares on the TSX was US$2.01(based on the daily exchange rate for the U.S. dollar in terms of Canadian dollars, as quoted by the Bank of Canada, on October 10,2025 of C$1.00 = US$0.71), and on the Nasdaq Capital Market was US$2.46. The Company has applied to list the common shares,the Backstop Shares, the Common Warrant Shares and the Backstop Warrant Shares on the TSX and has notified The Nasdaq StockMarket LLC ("Nasdaq") of the offering. Listing of the common shares, the Backstop Shares, the Common Warrant Shares and theBackstop Warrant Shares will be subject to the approval of the TSX. The TSX has conditionally approved the Company's listingapplication. We have engaged H.C. Wainwright & Co., LLC to act as our exclusive placement agent (the "Placement Agent") in connection withthis offering. The Placement Agent is not purchasing or selling any securities offered by this prospectus supplement and theaccompanying prospectus but will use its reasonable best efforts to arrange for the sale of the common shares offered. See "Plan ofDistribution." This offering is expected to close on or about October 22, 2025, subject to customary closing conditions, without furthernotice to you. Investing in our securities involves risks that are described in the "Risk Factors" section beginning on page S-12 of thisprospectus supplement and on page 9 of the accompanying prospectus and in the documents incorporated by reference intothis prospectus supplement. THE SECURITIES OFFERED BY THIS PROSPECTUS SUPPLEMENT HAVE NOT BEEN QUALIFIED FOR SALE INCANADA AND MAY NOT BE OFFERED OR SOLD IN CANADA EXCEPT PURSUANT TO AN EXEMPTION FROMTHE PROSPECTUS REQUIREMENTS UNDER APPLICABLE CANADIAN SECURITIES LAWS. THE COMPANY HASNOTFILED AND DOES NOT INTEND TO FILE A CANADIAN PROSPECTUS IN CONNECTION WITH THESECURITIES OFFERED BY THIS PROSPECTUS SUPPLEMENT. There is no arrangement for funds to be received in escrow, trust or similar arrangement. The Company has applied to the TSX forconditional approval for listing of the common shares offered for sale pursuant to this prospectus supplement. Listing on the TSX issubject to us fulfilling all of the requirements of the TSX. (1)We have agreed to pay the Placement Agent a cash fee of 7