Mr. Lewis Black reports

ALMONTY ANNOUNCES DELIVERY OF SHAREHOLDER MEETING MATERIALS TO VOTE ON PROPOSED CURRENCY AMENDMENT FOR CONVERTIBLE EQUITY SECURITIES

Almonty Industries Inc. has commenced mailing of its management information circular and related proxy materials to holders of its common shares in connection with the special meeting of shareholders to be held in the North boardroom at the offices of Suite 300, 1055 West Hastings St., Vancouver, B.C., on Monday, Sept. 29, 2025, at 10 a.m. Vancouver time.

Special meeting overview

At the special meeting, shareholders will be asked to approve the amendment of the currency in which an aggregate of 1,481,480 outstanding warrants exercisable for an equal number of common shares and 6,558,336 options exercisable for an equal number of CHESS depositary interests representing common shares are exercisable. The warrants are currently exercisable at prices quoted in U.S. dollars, and the CDI options are currently exercisable at prices quoted in Australian dollars. The proposed amendments would change the currency in which the warrants and CDI options are exercisable to Canadian dollars. Based on current exchange rates, it is not expected that the proposed currency amendments will result in any effective decrease in the exercise price of the warrants, and it is expected that any effective change in the exercise price of the CDI options, if any, will be de minimis. Other than the proposed currency amendment, all other terms and conditions of the warrants and CDI options would remain unchanged.

Amendment rationale

The rationale for the proposed currency amendments is to eliminate certain accounting distortions that result from the warrants and CDI options being exercisable in currencies other than the Canadian dollar, which is the company's functional currency. As disclosed in detail in the circular, because the warrants and CDI options are not exercisable in Canadian dollars, they cannot be classified as equity and must instead be accounted for as derivative financial liabilities. As a result, the warrants and CDI options must be recorded at their fair value at each balance sheet date, which results in a non-cash loss being recognized in the company's profit or loss when the trading price of the common shares increases. The company is concerned that such accounting distortions, and the reported non-cash loss resulting therefrom, may result in confusion regarding the company's profit or loss in each reporting period.

The trading price of the common shares (per common share on a postconsolidation basis) increased from $1.37 at Dec. 31, 2024, to $6.72 at June 30, 2025. As a result, the company was required to recognize a non-cash loss of $63,894,000 for the six months ended June 30, 2025. The proposed currency amendments would permit the warrants and CDI options to be recognized as equity rather than derivative financial liabilities, which would eliminate non-cash distortions such as this and ensure the company's financial statements are more reflective of the company's business operations going forward.

Further information regarding the proposed currency amendments, the text of the resolutions to be considered at the special meeting, voting procedures and other relevant information can be found in the meeting materials, which are available on the company's profile on SEDAR+, on EDGAR and on the company's website.

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 supply over 80 per cent of global non-Chinese tungsten production 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 Spain, Almonty is strategically aligned to meet rapidly rising demand from Western allies committed to supply chain security and defence readiness.

Additional shareholder resources and disclosures

As of the date hereof, the common shares and CDIs underlying the warrants and CDI options, if issued, would represent 3.50 per cent of the issued and outstanding common shares (including those represented by CDIs).

A total of 740,740 of the warrants are held by Daniel D'Amato, a member of the board of directors of the company. The amendment of the warrants held by Daniel D'Amato, who is a related party of the company, may therefore be considered a related-party transaction for the purposes of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The proposed amendment to the warrants, however, is not subject to the formal valuation requirements under MI 61-101, and the company is relying on the exemption from the minority shareholder approval requirement provided under Section 5.7(1)(a) of MI 61-101 on the basis that neither the fair market value of, nor the fair market value of the consideration for, the amendment of the warrants insofar as it involves interested parties (which in this case is only Mr. D'Amato) exceeds 25 per cent of the company's market capitalization.

Pursuant to Section 608(a) of the Toronto Stock Exchange company manual and Australian Securities Exchange listing Rule 6.23.4, the proposed currency amendments require disinterested shareholder approval because the warrants and CDI options are in the money based on the current trading price of the common shares and because a portion of the warrants are held by an insider of the company. Accordingly, any votes cast at the special meeting by the holders of the warrants and CDI options or their respective associates will be excluded with respect to the approval of the proposed currency amendments.

We seek Safe Harbor.