US$56M iron ore sale boosts non-dilutive liquidity at Largo (TSX: LGO)

Rhea-AI Filing Summary

Largo Inc. has received a binding term sheet for the sale of approximately 4.5 million tons of iron ore calcine for aggregate consideration of US$56 million. This multi-year Ex Works contract is subject to final documentation, amendments to certain commercial terms, and customary closing conditions.

The company describes this proposed sale as a way to provide near-term, non-dilutive liquidity and to optimize its asset portfolio by monetizing a non-core material stream. Largo also notes that the transaction is intended to unlock value from accumulated materials, lower future infrastructure needs for stockpiles, and reduce disposal costs while it continues to focus on its primary vanadium business.

Positive

• US$56M non-core asset sale for liquidity: Binding term sheet to sell ~4.5 million tons of iron ore calcine for aggregate consideration of US$56 million, expected to provide near-term, non-dilutive liquidity.
• Portfolio and cost optimization: Company describes the transaction as monetizing accumulated non-core materials, reducing future stockpile infrastructure needs, and lowering disposal costs while focusing on its vanadium business.

Negative

• None.

Insights

Mining & Capital Structure Analyst

Largo plans a US$56M sale of non-core iron ore to raise liquidity without equity dilution.

Largo Inc. has agreed a binding term sheet to sell about 4.5 million tons of iron ore calcine for aggregate consideration of US$56 million. The material is described as a non-core stream associated with existing operations, and the contract is structured as a multi-year Ex Works arrangement, meaning the buyer takes delivery at the seller’s site under agreed terms.

The company states that the proposed sale is expected to provide near-term, non-dilutive liquidity and help optimize its asset portfolio. It also notes benefits such as unlocking value from accumulated materials, reducing future infrastructure requirements for stockpiles, and lowering disposal costs, while maintaining focus on its primary vanadium business. Because the agreement remains subject to final documentation and customary conditions, actual closing will depend on completing those steps.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of January 2026

Commission File Number: 001-40333

LARGO INC.

(Translation of registrant's name into English)

1 First Canadian Place,

100 King Street West, Suite 1600

Toronto, Ontario M5X 1G5

Canada

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐              Form 40-F ☒

Exhibit Index

Exhibit		Description
99.1		Material Change Report dated January 14, 2026

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: January 15, 2026

LARGO INC.

By: /s/ Daniel Tellechea
Name: Daniel Tellechea
Title: Co-Chief Executive Officer

FORM 51-102F3

MATERIAL CHANGE REPORT

Item 1 Name and Address of Company

Largo Inc. (the "Company")

First Canadian Place

100 King Street West, Suite 1600

Toronto, Ontario, Canada M5X 1G5

Item 2 Date of Material Change

January 5, 2026.

Item 3 News Release

On January 5, 2026, the Company issued a news release indicating the material change, which was disseminated on the Business Wire news service.

Item 4 Summary of Material Change

On December 31, 2025, the Company received a binding term sheet for the sale of approximately 4.5 million tons of iron ore calcine for an aggregate consideration of US$56 million (the "Proposed Transaction"). The Proposed Transaction is expected to provide near-term, non-dilutive liquidity and to optimize the Company's asset portfolio by monetizing a non-core material stream associated with its operations.

Item 5.1 Full Description of Material Change

On December 31, 2025, the Company received a binding term sheet for the sale of approximately 4.5 million tons of iron ore calcine for an aggregate consideration of US$56 million. The Proposed Transaction is expected to provide near-term, non-dilutive liquidity and to optimize the Company's asset portfolio by monetizing a non-core material stream associated with its operations.

The binding term sheet outlines the principal commercial terms for a multi-year Ex Works contract, subject to final documentation, amendments to certain commercial terms, and customary conditions for transactions of this nature.

The Company views this term sheet as an opportunity to unlock value from accumulated materials, reduce future infrastructure requirements for stockpiles and reduce disposal costs while maintaining focus on its primary vanadium business.

Item 5.2 Disclosure for Restructuring Transactions

Not applicable.

Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102

Not applicable.

Item 7 Omitted Information

Not applicable.

- 2 -

Item 8 Executive Officer

Further information regarding the matters described in this report may be obtained from Daniel Tellechea, Co-Chief Executive Officer & Director, at 416-861-9797 or info@largoinc.com.

Item 9 Date of Report

January 14, 2026

FAQ

What material transaction did Largo (LGO) disclose in this report?

Largo disclosed that it received a binding term sheet on December 31, 2025 for the sale of approximately 4.5 million tons of iron ore calcine for aggregate consideration of US$56 million.

How does Largo (LGO) expect the US$56 million iron ore calcine sale to affect its liquidity?

The company states that the proposed transaction is expected to provide near-term, non-dilutive liquidity, meaning it would raise cash without issuing additional equity.

Is the Largo iron ore calcine transaction already finalized?

No. Largo explains that the binding term sheet for the multi-year Ex Works contract is subject to final documentation, amendments to certain commercial terms, and customary conditions for transactions of this nature.

How does this transaction fit Largo’s (LGO) asset portfolio strategy?

Largo describes the iron ore calcine stream as non-core and says the transaction is intended to optimize its asset portfolio by monetizing accumulated materials while maintaining focus on its primary vanadium business.

What operational benefits does Largo expect from selling the iron ore calcine?

The company notes that the sale is expected to reduce future infrastructure requirements for stockpiles and reduce disposal costs, in addition to unlocking value from accumulated materials.

When did Largo (LGO) announce this material change to the market?

Largo states that on January 5, 2026, it issued a news release via Business Wire indicating the material change related to the iron ore calcine sale term sheet.