Almonty Industries Inc., a leading supplier of conflict-free tungstenhas announced the pricing of its oversubscribed offering of US$700 million in 2.25% convertible senior notes due in 2031. This strategic financial maneuver is set to settle on June 9, 2026subject to customary closing conditions. The notes will be senior, unsecured obligations of Almonty, accruing interest at a rate of 2.25% per annum, payable semi-annually.
The company also granted the initial purchasers an option to purchase an additional US$100 million in notes within a 13-day period from the initial issuance date. This move underscores Almonty’s robust financial strategy and its commitment to leveraging market opportunities.
Key Details of the Convertible Notes Offering
The notes will mature on July 1, 2031unless earlier repurchased, redeemed, or converted. Before April 1, 2031noteholders can convert their notes only upon the occurrence of certain events. From that date onward, conversions can be made at any time until the close of business on the second scheduled trading day before the maturity date.
Almonty will settle conversions by delivering common shares or may choose to pay or deliver a combination of cash and common shares. The initial conversion rate is set at 36.4950 common shares per US$1,000 principal amount of notesrepresenting an initial conversion price of approximately US$27.40 per common share. This price reflects a premium of approximately 32.5% over the last reported sale price of US$20.68 per common share on June 4, 2026.
Redemption and Repurchase Provisions
The notes are redeemable, in whole or in part, for cash at Almonty’s option at any time on or after July 1, 2029and on or before the 40th scheduled trading day immediately before the maturity date. This redemption is subject to certain conditions, including the last reported sale price per common share exceeding 130% of the conversion price for a specified period.
Additionally, the notes can be redeemed in whole 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.
Strategic Use of Net Proceeds
Almonty estimates that the net proceeds from the offering will be approximately US$675.9 millionor approximately US$772.7 million if the initial purchasers fully exercise their option to purchase additional notes. The company intends to use approximately US$83.0 million of the net proceeds to fund the cost of entering into capped call transactions.
Furthermore, Almonty plans to use approximately US$50.0 million to refinance existing debt and liabilities, and approximately US$543.0 million for working capital and general corporate purposes. These purposes may include acquisitions of assets or businesses, aligning with Almonty’s strategic growth initiatives.
Capped Call Transactions
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. These transactions are designed 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.
The cap price of the capped call transactions will initially be US$41.36 per sharerepresenting a premium of 100% over the last reported sale price of Almonty’s common shares of US$20.68 per share on June 4, 2026. This strategic financial instrument is subject to certain adjustments under the terms 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 the market price of Almonty’s common shares or the notes at that time.
Market Implications and Forward-Looking Statements
Almonty Industries is a leading supplier of conflict-free tungstena strategic metal critical to the defense and advanced technology sectors. As geopolitical tensions heighten, tungsten has become essential for armor, 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.
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. All statements, other than statements of present or historical facts, are forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and assumptions and accordingly, actual results could differ materially from those expressed or implied in such statements.
Key assumptions upon which the Company’s forward-looking information is based include, without limitation, the absence of material adverse changes in the industry or the global economy, trends in the industry and markets, the ability to complete the offering on the terms described, and the intended use of the net proceeds of the offering.
