Mr. Lewis Black reports
PROPOSED EXTENSION OF SHARE PURCHASE WARRANTS
Almonty Industries Inc. plans to extend, in the aggregate, the term of 700,000 outstanding share purchase warrants that were due to expire on Feb. 19, 2025, by one year. On Feb. 7, 2025, the board of directors of the company approved to extend the insider warrants held by Lewis Black and Dr. Thomas Gutschlag to Feb. 19, 2026, subject to Toronto Stock Exchange and shareholder approval. Mr. Black and Dr. 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 75 cents per share with a three-year term. Of the 2,047,244 warrants issued, 1.02 million expired, 327,244 were exercised and 700,000 remain outstanding, which were due to expire on Feb. 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 Feb. 19, 2024. Additionally, during 2024, the company received TSX approval and shareholder approval at its annual general meeting held on June 28, 2024, to extend the expiry date of those warrants to Feb. 19, 2025. Pursuant to Section 608(a) of the TSX policy manual, amendments to warrants held by insiders, as well as warrants that are in the money, require disinterested shareholder approval. The company will be seeking disinterested shareholder approval to the extension of the insider warrants at its next annual general meeting.
Other than the extension of the expiry date for the insider warrants, all other terms and conditions would remain unchanged.
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). 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 per cent of the fair market value of the company's market capitalization.
About Almonty Industries Inc.
The principal business of Almonty, based in Toronto, Canada, is the mining, processing and shipping of tungsten concentrate from its Los Santos mine in western Spain and its Panasqueira mine in Portugal, as well as the development of its Sangdong tungsten mine in Gangwon province, South Korea, and the development of the Valtreixal tin/tungsten project in northwestern Spain. Its Los Santos mine was acquired by Almonty in September, 2011, and is located approximately 50 kilometres from Salamanca in western Spain and produces tungsten concentrate. The Panasqueira mine, which has been in production since 1896, is located approximately 260 kilometres northeast of Lisbon, Portugal, was acquired in January, 2016, and produces tungsten concentrate. The Sangdong mine, which was historically one of the largest tungsten mines in the world and one of the few long-life, high-grade tungsten deposits outside of China, was acquired in September, 2015, through the acquisition of a 100-per-cent interest in Woulfe Mining Corp. Almonty owns 100 per cent of the Valtreixal tin-tungsten project in northwestern Spain.
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