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

Mr. Lewis Black reports ALMONTY INDUSTRIES PRICES OVERSUBSCRIBED US$700 MILLION CONVERTIBLE SENIOR NOTES OFFERING Almonty Industries Inc. has priced its oversubscribed offering of $700-million (U.S.) aggregate principal amount of 2.25 per cent convertible senior notes due 2031 in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The issuance and sale of the notes are scheduled to settle on June 9, 2026, subject to customary closing conditions. Almonty also granted the initial purchasers of the notes an option to purchase, for settlement within a period of 13 days from, and including, the date the notes are first issued, up to an additional $100-million (U.S.) aggregate principal amount of notes. The notes will be senior, unsecured obligations of Almonty and will accrue interest at a rate of 2.25 per cent per annum, payable semi-annually in arrears on Jan. 1 and July 1 of each year, beginning on Jan. 1, 2027. The notes will mature on July 1, 2031, unless earlier repurchased, redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 1, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Almonty will settle conversions by delivering common shares or may choose to pay or deliver, as applicable, either cash or a combination of cash and common shares, at Almonty's election. The initial conversion rate is 36.4950 common shares per $1,000 (U.S.) principal amount of notes, which represents an initial conversion price of approximately $27.40 (U.S.) per common share. The initial conversion price represents a premium of approximately 32.5 per cent over the last reported sale price of $20.68 (U.S.) per common share on June 4, 2026. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Almonty's option at any time, and from time to time, on or after July 1, 2029, and on or before the 40th scheduled trading day immediately before the maturity date, but only if the last reported sale price per common share exceeds 130 per cent of the conversion price for a specified period of time and certain other conditions are satisfied. In addition, the notes will be redeemable, in whole and not in part, at Almonty's option at any time in connection with certain changes in tax law. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If a fundamental change (as defined in the indenture for the notes) occurs, then, subject to a limited exception, Almonty will be required to offer to each noteholder to repurchase its notes for cash. The repurchase price will be equal to the principal amount of the notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date. Almonty estimates that the net proceeds from the offering will be approximately $675.9-million (U.S.) (or approximately $772.7-million (U.S.) if the initial purchasers fully exercise their option to purchase additional notes), after deducting the initial purchasers' discounts and commissions and Almonty's estimated offering expenses. Almonty intends to use approximately $83-million (U.S.) of the net proceeds to finance the cost of entering into the capped call transactions described below. Almonty intends to use approximately $50-million (U.S.) of the remainder of the net proceeds to refinance existing debt and liabilities and approximately $543-million (U.S.) of the remainder of the net proceeds for working capital and general corporate purposes, which may include, without limitation, acquisitions of assets or businesses. If the initial purchasers exercise their option to purchase additional notes, then Almonty intends to use a portion of the additional net proceeds to finance the cost of entering into additional capped call transactions as described below. In connection with the pricing of the notes, Almonty entered into privately negotiated capped call transactions with one or more of the initial purchasers of the notes and/or their affiliates or other financial institutions (the option counterparties). The capped call transactions will initially cover, subject to anti-dilution adjustments substantially similar to those applicable to the notes, the number of common shares initially underlying the notes. If the initial purchasers exercise their option to purchase additional notes, then Almonty expects to enter into additional capped call transactions with the option counterparties. The cap price of the capped call transactions will initially be $41.36 (U.S.) per share, which represents a premium of 100 per cent over the last reported sale price of Almonty's common shares of $20.68 (U.S.) per share on June 4, 2026, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to Almonty's common shares upon any conversion of the notes and/or offset any potential cash payments Almonty is required to make in excess of the principal amount of converted notes, as the case may be, upon conversion of the notes. If, however, the market price per common share, as measured under the terms of the capped call transactions, exceeds the cap price of the capped call transactions, there would nevertheless be dilution and/or there would not be an offset of such potential cash payments, in each case, to the extent that such market price exceeds the cap price of the capped call transactions. Almonty has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Almonty's common shares and/or purchase Almonty's common shares concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Almonty's common shares or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Almonty's common shares and/or purchasing or selling Almonty's common shares or other securities of Almonty in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and (x) are likely to do so during the relevant valuation period under the capped call transactions; and (y) are likely to do so following any early conversion or repurchase of the notes by Almonty, if Almonty elects to unwind a corresponding portion of the capped call transactions in connection with such early conversion or repurchase). This activity could also cause or avoid an increase or a decrease in the market price of Almonty's common shares or the notes, which could affect the ability to convert the notes, and, to the extent the activity occurs during any observation period related to a conversion of notes, it could affect the number of shares and value of the consideration that noteholders will receive upon conversion of the notes. The closing of the offering is subject to receipt of all necessary regulatory approvals, including the acceptance by the Toronto Stock Exchange. . About Almonty Industries Inc Almonty is a leading supplier of conflict-free tungsten -- a strategic metal critical to the defence and advanced technology sectors. As geopolitical tensions heighten, tungsten has become essential for armour, munitions and electronics manufacturing. Almonty's flagship Sangdong mine in South Korea, historically one of the world's largest and highest-grade tungsten deposits, is expected to be a major contributor to the global non-China tungsten supply chain upon reaching full capacity, directly addressing critical supply vulnerabilities highlighted by recent U.S. defence procurement bans and export restrictions by China. With established operations in Portugal and additional projects in the U.S. and Spain, Almonty is strategically aligned to meet rapidly rising demand from Western allies committed to supply-chain security and defence readiness. We seek Safe Harbor.