Almonty prices $700-million (U.S.) note offering

Executive Summary

• Almonty Industries priced an oversubscribed $700 million U.S. offering of 2.25% convertible senior notes due 2031, with settlement scheduled for June 9, 2026.
• The notes carry an initial conversion price of approximately $27.40 per share (a 32.5% premium) and are accompanied by privately negotiated capped call transactions with a cap price of $41.36 per share to mitigate potential dilution upon conversion.
• Net proceeds of approximately $675.9 million (up to $772.7 million if the over-allotment option is fully exercised) will be allocated to refinance existing debt ($50 million), fund capped call transactions ($83 million), and support working capital and general corporate purposes ($543 million).

Key Details

• Gross Proceeds & Structure: $700 million aggregate principal amount of 2.25% convertible senior notes due 2031, priced in a private offering to qualified institutional buyers pursuant to Rule 144A.
• Over-allotment Option: Initial purchasers granted an option to purchase up to an additional $100 million in notes within 13 days of issuance.
• Interest & Maturity: 2.25% annual interest payable semi-annually in arrears on January 1 and July 1, beginning January 1, 2027. Notes mature July 1, 2031.
• Conversion Terms: Initially convertible only upon specific events before April 1, 2031; freely convertible at holder's election from April 1, 2031, until maturity. Settlement in common shares or cash/combo at issuer's discretion.
• Initial Conversion Metrics: 36.4950 common shares per $1,000 principal amount, representing an initial conversion price of ~$27.40 per share (32.5% premium over the June 4, 2026 closing price of $20.68).
• Redemption & Repurchase: Callable by Almonty on/after July 1, 2029, if share price exceeds 130% of conversion price for a specified period. Callable for tax law changes. Mandatory repurchase offer required upon a fundamental change.
• Net Proceeds: Estimated at ~$675.9 million (or ~$772.7 million if the over-allotment option is fully exercised), after deducting initial purchasers' discounts, commissions, and estimated offering expenses.
• Use of Proceeds: ~$83 million for capped call transactions, ~$50 million to refinance existing debt and liabilities, and ~$543 million for working capital and general corporate purposes (including potential asset/business acquisitions).
• Capped Call Transactions: Privately negotiated to cover initially the shares underlying the notes. Cap price set at $41.36 per share (100% premium over June 4, 2026 closing price). Designed to reduce dilution and offset cash payments exceeding principal upon conversion.
• Hedging & Market Impact: Option counterparties expect to enter derivatives and/or purchase shares concurrently or shortly after pricing, which may impact the market price of Almonty's common shares or notes. Counterparties may also adjust hedge positions prior to maturity, potentially affecting conversion timing and share value.
• Regulatory Conditions: Closing subject to customary closing conditions and receipt of necessary regulatory approvals, including Toronto Stock Exchange acceptance.