Almonty Industries Inc. ("Almonty" or the "Company") (NASDAQ:ALM) (TSX:AII) (ASX: AII) (Frankfurt: ALI1) today announced the pricing of its oversubscribed offering of US$700,000,000 aggregate principal amount of 2.25% convertible senior notes due 2031 (the "notes") 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 "Securities Act"). 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 US$100,000,000 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 annum, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 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 US$1,000 principal amount of notes, which represents an initial conversion price of approximately US$27.40 per common share. The initial conversion price represents a premium of approximately 32.5% over the last reported sale price of US$20.68 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% 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 US$675.9 million (or approximately US$772.7 million 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 US$83.0 million of the net proceeds to fund the cost of entering into the capped call transactions described below. Almonty intends to use approximately US$50.0 million of the remainder of the net proceeds to refinance existing debt and liabilities and approximately US$543.0 million 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 fund the cost of entering into additional capped call transactions as described below.