Almonty Announces Proposed Extension of Share Purchase Warrants

Almonty Industries Inc. (“Almonty” or the “Company”) (TSX: AII / ASX: AII / OTCQX: ALMTF / Frankfurt: ALI) announces that it plans to extend, in the aggregate, the term of 700,000 outstanding share purchase warrants (the “Insider Warrants”) that were due to expire on February 19, 2024, by one year. On February 13, 2024, the Board of Directors of the Company approved to extend the Insider Warrants held by Lewis Black and Dr. Thomas Gutschlag to February 19, 2025, subject to Toronto Stock Exchange (“TSX”) and shareholder approval. Lewis Black and Dr. Thomas Gutschlag are insiders of the Company.

During December 2019 through February 2020, the Company conducted a private placement whereby it closed, in three tranches, 2,047,244 units which consisted of 2,047,244 shares and 2,047,244 share purchase warrants, exercisable at a price of $0.75 per share with a three-year term. Of the 2,047,244 warrants issued, 1,020,000 expired, 327,244 were exercised and 700,000 remain outstanding which were due to expire on February 19, 2023. During 2023, the Company received TSX approval and shareholder approval at its annual general meeting held on June 26, 2023, to extend the expiry date of those warrants to February 19, 2024. Pursuant to Section 608(a) of the TSX Policy Manual, amendments to warrants held by insiders require disinterested shareholder approval. The Company will be seeking disinterested shareholder approval to the extension of the Insider Warrants at its upcoming annual general meeting on June 28, 2024.

The amendment of the Insider Warrants is considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). As such, the Company would rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(a) of MI 61-101 on the basis that number of warrants being amended by insiders will not exceed 25% of the fair market value of the Company’s market capitalization.

Additionally, the Company announces that it plans to extend the term of 714,285 outstanding share purchase warrants held by one individual (the “Warrants”) due to expire on May 11, 2024, to May 12, 2025. On May 11, 2022, the Warrants were issued in connection with a private placement which were exercisable for a period of two years at a price of US$0.84 per share. The extension of the Warrants is subject to TSX approval and the approval of the Australian Securities Exchange. The Australia Securities Exchange requires shareholder approval to the extension of these Warrants, which shareholder approval will also be sought at the Company’s annual general meeting being held on June 28, 2024.