Surging tungsten lifts Almonty (Nasdaq: ALM) Q1 2026 revenue and cash flow
Almonty Industries Inc. reported a sharply stronger first quarter of 2026, driven by higher tungsten prices and solid mine performance. Revenue rose 221% year-over-year to $25.4 million, primarily from the Panasqueira Mine, as tungsten APT spot prices surged.
The company generated Adjusted EBITDA of $6.1 million, versus a loss of $2.4 million a year earlier, and produced $9.7 million of positive operating cash flow. Net loss narrowed to $5.3 million, largely due to $8.4 million of non-cash revaluation charges tied to higher share prices. Cash totaled $259.9 million and working capital was $169.5 million as of March 31, 2026. Almonty also marked commissioning at its Sangdong Mine and is relocating its headquarters to Dillon, Montana to align more closely with U.S. industrial and defense stakeholders.
Positive
- Revenue and margin inflection: Q1 2026 revenue increased 221% year-over-year to $25.4 million, with Adjusted EBITDA improving from ($2.4) million to $6.1 million and operating cash flow turning positive at $9.7 million.
- Strengthened balance sheet: Cash of $259.9 million and working capital of $169.5 million as of March 31, 2026 provide substantial financial capacity to advance the Sangdong Mine and other tungsten projects.
- Strategic project milestones: Formal commissioning at the Sangdong Mine and relocation of headquarters to Dillon, Montana enhance alignment with Western industrial and defense supply chains and support the company’s multi-asset tungsten growth platform.
Negative
- None.
Insights
Q1 2026 shows a major revenue inflection, positive cash generation, and commissioning progress at Sangdong.
Almonty Industries delivered a 221% revenue increase to $25.4 million, driven by strong tungsten APT pricing and continued performance at the Panasqueira Mine. Adjusted EBITDA swung to a positive $6.1 million, and operating cash flow reached $9.7 million, indicating meaningful operating leverage to tungsten prices.
Despite these gains, the company reported a net loss of $5.3 million, mainly due to $8.4 million in non-cash revaluation losses on embedded derivatives and warrants as the share price rose from $12.07 to $20.24 per share. These charges did not affect liquidity, with cash at $259.9 million and working capital at $169.5 million as of March 31, 2026.
Operationally, commissioning at the Sangdong Mine and the planned move of corporate headquarters to Dillon, Montana support the company’s positioning in Western defense and industrial supply chains. Subsequent filings may provide more detail on Sangdong’s ramp-up profile and contributions to revenue and margins as commercial throughput increases.
Key Figures
Key Terms
Adjusted EBITDA financial
embedded derivative liabilities financial
warrant liabilities financial
IFRS Accounting Standards regulatory
restoration provision financial
mine construction loan facility financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of May, 2026
Commission File Number: 001-42737
ALMONTY INDUSTRIES INC.
(Translation of registrant’s name into English)
8 South Idaho Street, Suite A
Dillon, Montana 59725 United States of America
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
DOCUMENTS FILED AS PART OF THIS FORM 6-K
| Exhibit | Description | |
| 99.1 | Press Release, dated May 11, 2026 | |
| 99.2 | Interim Condensed Consolidated Financial Statements for the three months ended March 31, 2026 | |
| 99.3 | Management’s Discussion and Analysis for the three months ended March 31, 2026 | |
| 99.4 | Form 52-109F2, Certification of Interim Filings Full Certificate (CEO) | |
| 99.5 | Form 52-109F2, Certification of Interim Filings Full Certificate (CFO) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALMONTY INDUSTRIES INC. | ||
| Date: May 11, 2026 | ||
| By: | /s/ Lewis Black | |
| Name: | Lewis Black | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Almonty Industries Reports First Quarter 2026 Financial Results
Revenue Increases 221% Year-Over-Year to $25.4 Million, Driven by Record Tungsten Pricing
Adjusted EBITDA(1) of $6.1 Million Compared to ($2.4) Million in Q1 2025
Dillon, Montana — May 11, 2026 – Almonty Industries Inc. (“Almonty” or the “Company”) (Nasdaq: ALM; TSX: AII; ASX: AII; Frankfurt: ALI1), a leading global producer of tungsten concentrate, today announced its financial results for the three months ended March 31, 2026.
Financial Summary:
Key First Quarter 2026 & Subsequent Operational Highlights
| ● | On March 17, 2026, Almonty hosted a formal commissioning ceremony at its Sangdong tungsten mine (the “Sangdong Mine”) in Gangwon Province, South Korea, marking the completion of development and the transition of the project toward commercial operations. Sangdong is one of the largest and highest-grade tungsten deposits in the world and is expected to become a key source of secure supply for Western industrial and defense supply chains. | |
| ● | Revenue for the first quarter of 2026 increased 221% to $25.4 million, driven by a significant increase in the spot price of tungsten APT with the Panasqueira Mine continuing to deliver strong operational performance. | |
| ● | The Company generated positive operating cash flow of $9.7 million for the quarter, compared to negative cash flow from operations of ($4.4) million in Q1 2025, marking a significant inflection point in the Company’s financial trajectory. | |
| ● | Cash totaled $259.9 million as of March 31, 2026, with a working capital position of $169.5 million, providing the Company with substantial financial flexibility to advance its growth initiatives. | |
| ● | Subsequent to the quarter, Almonty announced the relocation of its corporate headquarters from Toronto, Ontario, Canada to Dillon, Montana, United States, reinforcing the Company’s strategic alignment with U.S. defense and industrial stakeholders and positioning it closer to the Company’s Gentung Tungsten Project and key government, defense and industrial partners. |
First Quarter 2026 Financial Results Highlights
Revenue recorded in the first quarter of 2026 increased 221% to $25.4 million, as compared to $7.9 million in the same year-ago quarter. The increase was driven by a significant increase in the spot price of tungsten APT with continued strong operations at the Company’s Panasqueira Mine.
General and administrative expenses in the first quarter of 2026 totaled $7.1 million, as compared to $3.4 million in the same year-ago quarter. The increase was primarily attributable to higher salaries and wages as the Company expanded its management team to support its growth trajectory, as well as increased consulting, legal, office and travel costs associated with operating as a multi-listed public company across four international exchanges. The Company expects a normalization of general and administrative expenses throughout the remainder of 2026.
Net loss in the first quarter of 2026 was $5.3 million, or ($0.02) per share, as compared to a loss of $34.6 million, or ($0.13) per share, in the same year-ago quarter. The significant improvement was primarily due to the absence of the $25.8 million non-cash loss on revaluation of warrant liabilities recorded in Q1 2025, combined with significantly higher revenue and income from mining operations. The current quarter net loss included $6.4 million in non-cash losses on the revaluation of embedded derivative liabilities and $2.0 million in non-cash losses on the revaluation of warrant liabilities, both driven by the appreciation in Almonty’s share price from $12.07 to $20.24 per common share during the first quarter of 2026. These non-cash accounting charges did not impact the Company’s operating performance, cash flow, or liquidity position.
Adjusted EBITDA, a non-IFRS measure, was $6.1 million in the first quarter of 2026, as compared to ($2.4) million in the same year-ago quarter, reflecting the substantial improvement in underlying operational performance.(1)
Cash as of March 31, 2026 totaled $259.9 million, as compared to $268.4 million as of December 31, 2025.
Note on Non-Cash Items
The first quarter of 2026 included $8.4 million in aggregate non-cash revaluation charges, comprising $6.4 million related to the fair value revaluation of embedded derivative liabilities and $2.0 million related to the fair value revaluation of warrant liabilities. These charges arise from the application of IFRS fair value accounting requirements to the Company’s outstanding convertible debt instruments and warrants, and reflect the appreciation in the Company’s share price from $12.07 at December 31, 2025 to $20.24 at March 31, 2026, as well as changes in volatility assumptions and other market-based inputs during the period.
While these accounting impacts affected reported net income, they did not affect the Company’s cash position, liquidity, or the operational progress made across the business during the quarter.
Management Commentary
Lewis Black, Chairman, President & CEO, commented: “The first quarter of 2026 represents a pivotal moment for Almonty. The results speak for themselves – revenue increased 221% to $25.4 million, we generated positive Adjusted EBITDA of $6.1 million and positive operating cash flow of $9.7 million, marking a decisive inflection point in the Company’s financial trajectory.
“With the formal commissioning ceremony at Sangdong held in March 2026, the relocation of our corporate headquarters to Dillon, Montana, and tungsten prices continuing to reflect the critical nature of this metal to Western defense and industrial supply chains, we believe Almonty has never been better positioned. As we ramp Sangdong toward full commercial throughput and advance the Gentung Tungsten Project toward production, we are building the foundation for what we expect will be a long-duration, high-margin operating platform, and one that directly addresses the West’s most urgent critical mineral vulnerabilities.”
Guillaume de Lamaziere, Interim Chief Financial Officer, added: “Our first quarter results demonstrate the significant operating leverage inherent in our business model as tungsten prices strengthen. Revenue was driven by the Panasqueira Mine, which delivered $25.4 million in quarterly revenue – more than triple the same period last year – reflecting the favorable APT pricing environment.
“From a cash flow perspective, the Company generated $9.7 million in positive operating cash flow, and Adjusted EBITDA turned positive at $6.1 million. Net loss for the quarter was $5.3 million, which included $8.4 million in non-cash revaluation charges on derivative and warrant liabilities driven by the appreciation in our share price during the quarter. Excluding these non-cash items, our underlying operating performance was strong and consistent with the transformation underway across the business. With $259.9 million in cash and a working capital position of $169.5 million, we remain well-capitalized to advance our broader development pipeline.”
About Almonty
Almonty (Nasdaq: ALM) (TSX: AII) (ASX: AII) (Frankfurt: ALI1) is a leading supplier of conflict-free tungsten – a 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, directly addressing critical supply vulnerabilities highlighted by recent U.S. defense procurement bans and export restrictions by China. With established operations in Portugal and additional projects in the U.S. and Spain, Almonty is strategically aligned to meet rapidly rising demand from Western allies committed to supply-chain security and defense readiness. To learn more, please visit https://almonty.com.
Legal Notice
The release, publication, or distribution of this announcement in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which this announcement is released, published, or distributed should inform themselves about and observe such restrictions.
(1) Use of Non-IFRS Financial Measures
This news release makes reference to the non-IFRS financial measure “Adjusted EBITDA”. Non-IFRS financial measures are not recognized measures under IFRS, do not have a standardized meaning prescribed by IFRS and may not be comparable to similar measures presented by other companies. Rather, these measures are provided as additional information to complement IFRS financial measures by providing further understanding of Almonty’s results of operations from management’s perspective. Almonty’s definitions of non-IFRS measures, including the definition of the non-IFRS financial measure “Adjusted EBITDA” used in this news release, may not be the same as the definitions for such measures used by other companies in their reporting. Non-IFRS measures have limitations as analytical tools and should not be considered in isolation nor as a substitute for analysis of Almonty’s financial information reported under IFRS. Almonty uses non-IFRS financial measures, including “Adjusted EBITDA”, to provide investors with supplemental measures of its operating performance and to eliminate items that have less bearing on operating performance or operating conditions, and thus highlight trends in its core business that may not otherwise be apparent when relying solely on IFRS financial measures. In particular, Almonty’s management uses Adjusted EBITDA in order to evaluate its operating performance, by eliminating the impact of non-operational or non-cash items. Almonty believes that securities analysts, investors and other interested parties frequently use non-IFRS financial measures in the evaluation of issuers. Almonty’s management also uses non-IFRS financial measures in order to facilitate operating performance comparisons from period to period.
IFRS NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION
(in thousands of Canadian dollars)
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 | |||||||
| Net loss for the period | (5,264 | ) | (34,622 | ) | ||||
| Depreciation & amortization | 253 | 288 | ||||||
| Loss on valuation of embedded derivative liabilities | 6,392 | 2,909 | ||||||
| Loss on valuation of warrant liabilities | 2,020 | 25,810 | ||||||
| Foreign exchange (gain) loss | (1,800 | ) | 1,100 | |||||
| Taxes | 2,747 | 92 | ||||||
| Interest, net | (1,852 | ) | 1,206 | |||||
| Share-based compensation | 3,633 | 851 | ||||||
| Adjusted EBITDA (Non-IFRS) | 6,129 | (2,366 | ) | |||||
The $8.4 million in non-cash revaluation charges comprises $6.4 million related to the fair value revaluation of embedded derivative liabilities and $2.0 million related to the fair value revaluation of warrant liabilities. These charges arise from the application of IFRS fair value accounting requirements to the Company’s outstanding convertible debt instruments and warrants, and reflect changes in the Company’s share price, volatility assumptions, and other market-based inputs during the period.
Cautionary Note Regarding Forward-Looking Information
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. You are hence cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are typically identified by words such as “plan”, “development”, “growth”, “continued”, “intentions”, “expectations”, “emerging”, “evolving”, “strategy”, “opportunities”, “anticipated”, “trends”, “potential”, “outlook”, “ability”, “additional”, “on track”, “prospects”, “viability”, “estimated”, “reaches”, “enhancing”, “strengthen”, “target”, “believes”, “next steps” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements in this news release include, but are not limited to, statements concerning the successful commissioning of the Sangdong Mine processing plant, the expected timing and capacity of commercial production at the Sangdong Mine, the development of the Company’s tungsten projects, the expected impact of tungsten market trends and prices on the Company’s operations, and the normalization of general and administrative expenses.
Forward-looking statements are based upon certain assumptions and other important factors that, if untrue, could cause actual results to be materially different from future results expressed or implied by such statements. There can be no assurance that forward-looking statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking information is based include, without limitation, the successful completion of commissioning at the Sangdong Mine, the availability of funding for continued development, and the expected trajectory of tungsten prices. Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, including, without limitation, the risks identified in the Company’s annual information form dated March 18, 2026 for the year ended December 31, 2025 and in the Company’s management’s discussion and analysis dated May 11, 2026 for the three months ended March 31, 2026 and 2025.
Although Almonty has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, the foregoing list of material factors is not exhaustive, and there may be other factors that could cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Almonty. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary. When relying on Almonty’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Almonty has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF ALMONTY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ALMONTY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
Company Contact
Lewis Black
Chairman, President & CEO
(647) 438-9766
info@almonty.com
Investor Relations Contact
Lucas A. Zimmerman
Managing Director MZ Group - MZ North America
(949) 259-4987
ALM@mzgroup.us
www.mzgroup.us
Exhibit 99.2
|
Unaudited Interim Condensed Consolidated Financial Statements
|
For the Three Months Ended March 31, 2026 and 2025
Expressed in Canadian dollars |
Almonty Industries Inc.
Management’s Responsibility for Financial Reporting
The accompanying unaudited interim condensed consolidated financial statements for Almonty Industries Inc. were prepared by management in accordance with IFRS Accounting Standards. Management acknowledges responsibility for the preparation and presentation of the unaudited interim condensed consolidated financial statements, including responsibility for significant accounting judgments and estimates and the choice of accounting principles and methods that are appropriate to the Company’s circumstances. The significant accounting policies of the Company are summarized in Note 3 to the audited annual consolidated financial statements for the year ended December 31, 2025.
Management has established processes, which are in place to provide them sufficient knowledge to support management representations that they have exercised reasonable diligence that (i) the unaudited interim condensed consolidated financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the unaudited interim condensed consolidated financial statements and (ii) the unaudited interim condensed consolidated financial statements fairly present in all material respects the financial condition, financial performance and cash flows of the Company, as of the date of and for the periods then ended presented by the unaudited interim condensed consolidated financial statements.
Almonty Industries Inc.’s board of directors (the “Board of Directors”) is responsible for reviewing and approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company and for ensuring that management fulfills its financial reporting responsibilities. The audit committee of the Board of Directors (the “Audit Committee”) assists the Board of Directors in fulfilling this responsibility. The Audit Committee meets with management to review the financial reporting process and the unaudited interim condensed consolidated financial statements together with other financial information of the Company. The Audit Committee reports its findings to the Board of Directors for its consideration in approving the unaudited interim condensed consolidated financial statements together with other financial information of the Company for issuance to the shareholders.
Management recognizes its responsibility for conducting the Company’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
| “Lewis Black” | “Guillaume Wiesenbach de Lamaziere” | |
| Lewis Black | Guillaume Wiesenbach de Lamaziere | |
| Chairman, President & CEO | Interim Chief Financial Officer |
May 11, 2026
Toronto, Ontario, Canada
| 2 |
Almonty Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Financial Position
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)

Nature of operations (Note 1)
Commitments and contingent liabilities (Note 19)
Subsequent event (Note 23)
Approved on behalf of the Board of Directors:
| /signed/ Lewis Black | /signed/ Mark Trachuk | |
| Director | Director |
The
accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 3 |
Almonty Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 4 |
Almonty Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity
Three months ended March 31, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)

1See Note 21 for supplemental cash flow disclosures as these amounts included non-cash components.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 5 |
Almonty Industries Inc.
Unaudited Interim Condensed Consolidated Statements of Cash Flows
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)

The
accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements. See Note 21 for supplemental
cash flow disclosures.
| 6 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 1. | Nature of operations |
Almonty Industries Inc. (together with its subsidiaries, “Almonty” or the “Company”) is incorporated under the Canada Business Corporations Act. Almonty’s common shares are listed on the Nasdaq Capital Market under the symbol ALM. Almonty’s common shares are also listed on the Toronto Stock Exchange (“TSX”) under the symbol AII, the Australian Securities Exchange under the symbol AII, and the Frankfurt Stock Exchange under the symbol ALI1.
The head office of the Company is located at 8 South Idaho Street, Suite A, Dillon, Montana, 59725. The Company is primarily engaged in the development of the Sangdong tungsten mine project in South Korea (the “Sangdong Mine”), and the Company is currently mining, processing and shipping tungsten concentrate from the Panasqueira tin and tungsten mine in Covilha, Castelo Branco, Portugal (the “Panasqueira Mine”). Additionally, the Company is evaluating its molybdenum project with inferred mineral resources on a separate property adjacent to the tungsten orebody at the Sangdong Mine, its Valtreixal tin and tungsten mine project located in Western Spain in the province of Zamora (the “Valtreixal Mine”) and the newly-acquired Gentung Browns Lake tungsten project located in Montana, United States (the “Gentung Tungsten Project”). The Company also owns the Los Santos tungsten mine located near Salamanca, Spain (the “Los Santos Mine”), which is currently under care and maintenance.
On July 3, 2025, Almonty effected a share consolidation of its issued and outstanding common shares on the basis of one and a half (1.5) pre-consolidated common shares for one (1) post-consolidated common share (the “Share Consolidation”). Almonty’s common shares commenced trading on a post-consolidation basis on the TSX at the start of trading on July 7, 2025. As a result, Almonty’s issued and outstanding CHESS Depository Interests (“CDIs”), common share purchase warrants (“warrants”), CDI options, stock options and restricted share units (“RSUs”) were also consolidated on a 1.5 to 1 basis. All information relating to per common share amounts, issued and outstanding common shares, CDIs, warrants, CDI options, stock options and RSUs in these unaudited interim condensed consolidated financial statements have been adjusted retrospectively to reflect the Share Consolidation. There were 282,845,444 (December 31, 2025 - 262,776,228) common shares issued and outstanding as at March 31, 2026 on a post-consolidated basis.
These unaudited interim condensed consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue operating for the foreseeable future and will be able to realize a return on its assets and discharge its liabilities and commitments in the ordinary course of its business.
Management assesses the Company’s ability to continue as a going concern at each reporting date, using quantitative and qualitative information available. As at March 31, 2026, the Company had a working capital position of $169,494 (December 31, 2025 - position of $213,175).
During the three months ended March 31, 2026, the Company received $5,252 in conjunction with the exercise of warrants, CDI options and stock options. Subsequent to March 31, 2026, the Company received $926 in conjunction with the exercise of warrants, CDI options and stock options.
The Company’s current forecast indicates that it will have sufficient cash flows from operations and from financings outlined above for the next year to continue as a going concern and settle obligations as they come due. The assessment of the Company’s ability to continue as a going concern, by its nature, relies on estimates of future cash flows and other future events, whose subsequent changes would materially impact the validity of such an assessment.
| 7 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 2. | Statement of compliance |
These unaudited interim condensed consolidated financial statements, including comparatives, have been prepared in compliance with IFRS Accounting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”), including International Accounting Standards (“IAS”) 34, Interim Financial Reporting. Accordingly, certain disclosures included in annual financial statements prepared in accordance with IFRS have been condensed or omitted and these unaudited interim condensed financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the year ended December 31, 2025.
These unaudited interim condensed consolidated financial statements were authorized for issuance by the Board of Directors of the Company on May 11, 2026.
| 3. | Basis of presentation |
These unaudited interim condensed consolidated financial statements are presented in Canadian dollars, unless otherwise noted and have been prepared on a historical cost basis, except for fair-value through-profit-or-loss financial assets and liabilities and derivative financial instruments, which are measured at fair value.
| 4. | Judgments and estimation uncertainty |
The preparation of unaudited interim condensed consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and form assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from those estimates.
Estimates and underlying assumptions are reviewed at each period end. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in any future periods affected. These estimates and assumptions are disclosed in note 4 of the Company’s audited annual consolidated financial statements for the year ended December 31, 2025. There have been no significant changes to the areas of estimation and judgment during the three months ended March 31, 2026.
| 5. | Cash |
As at March 31, 2026, cash includes $2,312 (December 31, 2025 - $2,461) solely for use on the Sangdong Mine.
| 6. | Inventories |
| March 31, 2026 | December 31, 2025 | |||||||
| Stores and fuel | $ | 6,384 | $ | 6,344 | ||||
| Ore and in-process ore | 1,294 | 397 | ||||||
| Finished goods – WO3 concentrate | 1,629 | 2,677 | ||||||
| Current inventories | 9,307 | 9,418 | ||||||
| Tailings | 33,356 | 33,392 | ||||||
| Total inventories | $ | 42,663 | $ | 42,810 | ||||
As at March 31, 2026 and December 31, 2025, tailings inventories are classified as long term as these inventories may not be processed within the next year.
| 8 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 7. | Mining assets |
| Note | Plant and Equipment | Mineral Property Acquisition and Development Costs | Exploration and Evaluation Projects | Total | ||||||||||||||
| Cost | ||||||||||||||||||
| Balance at December 31, 2024 | $ | 76,289 | $ | 161,957 | $ | 8,592 | $ | 246,838 | ||||||||||
| Additions | 40,134 | 20,836 | 144 | 61,114 | ||||||||||||||
| Acquisitions | 14 | - | - | 13,885 | 13,885 | |||||||||||||
| Change in restoration provisions | 12 | - | (3,884 | ) | 250 | (3,634 | ) | |||||||||||
| Asset disposals | (4,977 | ) | - | (37 | ) | (5,014 | ) | |||||||||||
| Translation adjustment | (260 | ) | 614 | 668 | 1,022 | |||||||||||||
| Balance at December 31, 2025 | 111,186 | 179,523 | 23,502 | 314,211 | ||||||||||||||
| Additions | 14,991 | 9,472 | 169 | 24,632 | ||||||||||||||
| Change in restoration provisions | 12 | - | - | 7 | 7 | |||||||||||||
| Translation adjustment | (3,112 | ) | (5,037 | ) | (6 | ) | (8,155 | ) | ||||||||||
| Balance at March 31, 2026 | $ | 123,065 | $ | 183,958 | $ | 23,672 | $ | 330,695 | ||||||||||
| Accumulated Amortization | ||||||||||||||||||
| Balance at December 31, 2024 | $ | 10,190 | $ | 34,782 | $ | - | $ | 44,972 | ||||||||||
| Amortization | 1,515 | 441 | - | 1,956 | ||||||||||||||
| Asset disposals | (3,872 | ) | - | - | (3,872 | ) | ||||||||||||
| Translation adjustment | 695 | 4,021 | - | 4,716 | ||||||||||||||
| Balance at December 31, 2025 | 8,528 | 39,244 | - | 47,772 | ||||||||||||||
| Amortization | 359 | 17 | - | 376 | ||||||||||||||
| Translation adjustment | (112 | ) | (59 | ) | - | (171 | ) | |||||||||||
| Balance at March 31, 2026 | $ | 8,775 | $ | 39,202 | $ | - | $ | 47,977 | ||||||||||
| Carrying Value | ||||||||||||||||||
| Balance at December 31, 2025 | $ | 102,658 | $ | 140,279 | $ | 23,502 | $ | 266,439 | ||||||||||
| Balance at March 31, 2026 | $ | 114,290 | $ | 144,756 | $ | 23,672 | $ | 282,718 | ||||||||||
Indicators of impairment
In accordance with the Company’s accounting policies, each cash-generating unit is assessed for indicators of impairment and impairment reversal, from both external and internal sources, at the end of each reporting period. As at March 31, 2026, no indicators of impairment or reversal of impairment existed for the Sangdong Mine, Panasqueira Mine or Los Santos Mine (December 31, 2025 - none).
| 9 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 8. | Accounts payable and accrued liabilities |
| March 31, 2026 | December 31, 2025 | |||||||
| Accounts payable | $ | 23,511 | $ | 21,079 | ||||
| Accrued liabilities | 16,726 | 12,278 | ||||||
| $ | 40,237 | $ | 33,357 | |||||
| 9. | Warrant liabilities |
Under IFRS, certain warrants are treated as a derivative liability because these were denominated in currencies other than the Company’s functional currency of Canadian dollars and, accordingly, the Company was not able to demonstrate that it met the “fixed for fixed” criterion per IAS 32, Financial Instruments: Presentation. As a result, at the statement of financial position date, these warrants issued as part of a unit private placement must be recorded at their fair value.
On September 29, 2025, the Company obtained shareholder approval for the amendment to the exercise prices of various CDI options from AUD to CAD, with the effective date being January 2, 2025. No changes were made to the number of instruments, expiry dates, or other terms. As a result of the amendment, the “fixed for fixed” criteria per IAS 32 would be met, therefore certain CDI options were fair valued using the value of the equity instrument at January 2, 2025 as required by IFRS Interpretations Committee 19, Extinguishing Financial Liabilities with Equity Instruments and transferred to equity.
The Company uses the Black-Scholes Option Pricing Model to measure the fair value of warrant liabilities, wherein the Company’s trading price is the main driver for calculating the resulting amount. The revaluation of this derivative liability arising from an increase in share price from $12.07 per common share at December 31, 2025, to $20.24 per common share at March 31, 2026, has resulted in the recognition of a loss for the three months ended March 31, 2026 of $2,020 (three months ended March 31, 2025 - $25,810) in the statement of operations and comprehensive loss.
Changes in the balance of the warrant liabilities for the three months ended March 31, 2026 and year ended December 31, 2025 are summarized as follows:
Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 1,938 | $ | 5,154 | ||||
| CDI options issued | - | 2,500 | ||||||
| CDI options exercised | (1,888 | ) | (31,251 | ) | ||||
| CDI options reclassified to equity | - | (3,802 | ) | |||||
| Fair value revaluation on exercise of CDI options | 1,125 | 8,336 | ||||||
| Fair value revaluation on amendment of exercise price | - | (36,828 | ) | |||||
| Fair value revaluation on CDI options at end of year | 895 | 57,829 | ||||||
| Balance, end of period | $ | 2,070 | $ | 1,938 | ||||
| 10 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The fair value of the CDI options outstanding was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| March 31, 2026 | December 31, 2025 | |||||||
| Stock price | $ | 20.24 | $ | 12.07 | ||||
| Exercise price | $ | 1.80 | $ | 1.72 | ||||
| Expected life | 2.05 yrs | 2.07 yrs | ||||||
| Risk-free interest rate | 2.82 | % | 2.58 | % | ||||
| Expected volatility | 93.63 | % | 89.07 | % | ||||
| Expected dividends | nil | nil | ||||||
| 10. | Derivative liabilities |
The Company has entered into convertible debenture agreements that permit the holders to convert the outstanding principal and accrued interest into common shares of the Company at a fixed conversion price denominated in a currency other than the Company’s functional currency (see Note 11(c)).
Changes in the fair value of the derivative liabilities for the three months ended March 31, 2026 and year ended December 31, 2025 are summarized as follows:
Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 8,112 | $ | 1,121 | ||||
| Settlements | - | (90,417 | ) | |||||
| Change in fair value | 6,392 | 97,408 | ||||||
| Balance, end of period | $ | 14,504 | $ | 8,112 | ||||
The fair value of the derivative liabilities was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| March 31, 2026 | December 31, 2025 | |||||||
| Stock price | $ | 20.24 | $ | 12.07 | ||||
| Exercise price | $ | 1.78 | $ 0.86 - $ 1.77 | |||||
| Expected life | 0.59 yrs | 0.83 yrs | ||||||
| Risk-free interest rate | 2.82 | % | 2.58 | % | ||||
| Expected volatility | 93.63 | % | 89.07 | % | ||||
| Expected dividends | nil | nil | ||||||
| 11 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 11. | Long-term debt |
| Note | March 31, 2026 | December 31, 2025 | ||||||||
| Term loans – Euro | (a) | $ | 25,505 | $ | 25,707 | |||||
| Promissory notes – U.S. dollar | (b) | 8,364 | 8,224 | |||||||
| Promissory note | (b) | 250 | 250 | |||||||
| Convertible debentures | (c) | 9,344 | 9,303 | |||||||
| Lease liabilities | (d) | 452 | 489 | |||||||
| Mine construction loan facility | (e) | 133,511 | 130,656 | |||||||
| 177,426 | 174,629 | |||||||||
| Deferred financing costs | (12,094 | ) | (12,516 | ) | ||||||
| 165,332 | 162,113 | |||||||||
| Less: current portion | (56,878 | ) | (27,267 | ) | ||||||
| $ | 108,454 | $ | 134,846 | |||||||
| (a) | Term loans – Euro |
The Company has a Euro-denominated term loan with KfW IPEX-Bank GmbH (“KfW”) totaling $23,564 (EUR14,662) (December 31, 2025 - $23,589 (EUR14,662)). This loan bears interest at the prevailing Euro Interbank Offered Rate (“EURIBOR”) plus 1.9% per annum, with interest payable quarterly and with principal repayable at the maturity date of March 31, 2027. The loan is secured by a pledge of the shares of Woulfe Mining Corp. (“Woulfe”), a wholly-owned direct subsidiary of Almonty and the parent company of Almonty Korea Tungsten Corporation (“AKTC”), which owns a 100% interest in the Sangdong Mine; shares of Beralt Tin & Wolfram (Portugal), S.A. (“BTW”), an indirect wholly-owned subsidiary of the Company, which owns 100% of the various rights and interests comprising the Panasqueira Mine and operates the mine; and shares of Daytal Resources Spain, S.L. (“Daytal”), an indirect wholly-owned subsidiary of the Company, which owns a 100% interest in the Los Santos Mine.
Daytal has Euro-denominated term loan facilities totaling $1,354 (December 31, 2025 - $1,476). The loans are unsecured, have a maturity date of July 2028 (December 31, 2025 - July 2025) and require monthly payments of principal and interest. Of the loans, $45 (December 31, 2025 - $50) have fixed interest rates with a weighted average interest rate as at March 31, 2026 of 1.50% per annum (December 31, 2025 - 1.50% per annum). The remaining $1,309 (December 31, 2025 - $1,426) have floating interest rates, based on varying spreads from EURIBOR rates. As of March 31, 2026, the weighted average interest rate on these loans was 4.78% per annum (December 31, 2025 - 4.78% per annum).
The Company’s wholly-owned Spanish subsidiary, Valtreixal Resources Spain, S.L. (“VRS”), which owns the Valtreixal Mine, has a Euro-denominated term loan with a balance of $567 as of March 31, 2026 (December 31, 2025 - $619). The loan is unsecured, bears interest at 3.75% per annum (December 31, 2025 - 3.75% per annum), with monthly payments of principal and interest until it matures in July 2028 (December 31, 2025 - in July 2028).
BTW has a Euro-denominated term loan with a balance of $20 as of March 31, 2026 (December 31, 2025 - $23). The loan is unsecured, bears interest at 7.40% per annum (December 31, 2025 - 7.40% per annum), with monthly payments of principal and interest until it matures in March 2027 (December 31, 2025 - March 2027).
| 12 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| (b) | Promissory notes |
The Company has issued two promissory notes each with a balance of $1,394 (US$1,000) (December 31, 2025 - $1,371 (US$1,000) to Deutsche Rohstoff AG (“DRAG”), a related party (Note 20) and existing shareholder of the Company. The notes bear interest at 6.0% per annum, with the accrued interest due on the maturity date. The notes mature on October 31, 2026. The notes are secured by a pledge of the shares of Woulfe. As at March 31, 2026, the notes had a balance of $2,788 (US$2,000) (December 31, 2025 - $2,742 (US$2,000)).
The Company has issued a promissory note with a balance of $4,182 (US$3,000) as of March 31, 2026 (December 31, 2025 - $4,111 (US$3,000)) to DRAG. The note bears interest at the rate of 6% per annum and matures October 31, 2026. The note is secured by a pledge of the shares of VRS.
The Company has issued a promissory note with a balance of $1,394 (US$1,000) as of March 31, 2026 (December 31, 2025 - $1,371 (US$1,000)) to DRAG. The note bears interest at the rate of 5.0% per annum and matures October 31, 2026. The loan is unsecured.
The Company has issued a promissory note with a balance of $250 as of March 31, 2026 (December 31, 2025 - $250) to DRAG. The note bears interest at the rate of 6.0% per annum and matures October 31, 2026. The note is secured by a pledge of the shares of VRS.
| (c) | Convertible debentures |
Changes in the balances of the convertible debentures for the three months ended March 31, 2026 and year ended December 31, 2025 are summarized as follows:
Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 9,303 | $ | 27,872 | ||||
| Debentures converted for shares | - | (19,456 | ) | |||||
| Debentures revalued, derivative liability component | - | (623 | ) | |||||
| Accretion | 19 | 720 | ||||||
| Translation adjustment | 22 | 790 | ||||||
| Balance, end of period | $ | 9,344 | $ | 9,303 | ||||
| (i) | The Company has an unsecured convertible debenture with a principal amount of $2,000, held by DRAG. The debenture has a maturity date of October 31, 2026 and bears interest at a rate of 6.0% per annum, payable at maturity. The Company may elect to convert the debenture into common shares upon the availability to the Company of full funding for the Sangdong Mine at a conversion price equal to the higher of the price per common share in any equity financing completed by the Company after the date of issuance of the debenture and prior to the conversion or the maturity date of the debentures for purposes of financing the Sangdong Mine and $0.942. However, the Company may not convert the debenture if at any time the Company’s common shares trade below $0.942 per common share or if such conversion would result in DRAG holding more than 19.9% of Almonty’s issued and outstanding common shares. | |
| (ii) | The Company has a $6,000 (December 31, 2025 - $6,000) unsecured convertible debenture outstanding with DRAG, which bears interest at 4.0% per annum, payable at maturity. The debenture (including any accrued and unpaid interest) may be converted by the holder, at its option, into common shares of the Company at an exercise price of $2.175 per common share. The debenture has a maturity date of October 31, 2026. |
| 13 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| (iii) | The Company has a $1,344 (US$1,000) (December 31, 2025 - $1,302 (US$1,000)) unsecured convertible debenture outstanding with DRAG, which bears interest at 5.0% per annum, payable at maturity. The debenture has a maturity date of October 31, 2026. The outstanding principal amount of the debenture plus any related unpaid accrued interest is convertible into common shares of the Company at the option of the holder at the fixed conversion price of US$1.275 per common share for the principal and at the conversion price of the greater of (i) EUR1.05 (equivalent to $1.68) and (ii) the Euro equivalent of the volume weighted average price of the common shares of the Company on the TSX for the five trading days immediately preceding the date of conversion for related accrued interest. As the convertible debentures are denominated in US$, the instrument contains an embedded derivative liability. | |
| (iv) | The Company had a $2,680 (US$2,000) unsecured convertible debenture which bears interest at the rate of 7.0%, is convertible at US$0.75 per common share with a maturity date of October 31, 2025. During the year ended December 31, 2025, this debenture was converted into 2,666,666 common shares of the Company. | |
| (v) | The Company had a $1,900 (US$1,500) unsecured convertible debenture which bears interest at the rate of 7.0%, is convertible at US$0.75 per common share and matures October 31, 2026. During the year ended December 31, 2025, this debenture was converted into 2,000,000 common shares of the Company. | |
| (vi) | The Company had a $1,288 (US$1,000) unsecured convertible debenture which bears interest at the rate of 7.0%, was convertible at US$1.26 per common share and matured June 7, 2025. During the year ended December 31, 2025, this debenture was converted with the issuance of 793,650 common shares of the Company. | |
| (vii) | The Company had a $12,710 (EUR7,900) convertible debenture. This debenture is convertible into common shares of the Company at EUR0.525 per common share, bears interest at the rate of 9.0% per annum (payable quarterly), matured September 15, 2025 and was secured by a pledge of the Company’s shareholdings in its wholly-owned subsidiary, 9046739 Canada Inc., which indirectly owns 100% of the Valtreixal Mine. As this convertible debenture is denominated in Euro, the instrument contains an embedded derivative liability. During the three months ended March 31, 2026, this debenture was converted with the issuance of 15,047,619 common shares of the Company (Note 13). |
| (d) | Lease liabilities |
Capital leases relate to certain equipment and vehicles. The leases carry implied interest rates of between 3.18% and 5.75% per annum (December 31, 2025 - 3.12% and 5.69% per annum) and mature between June 2027 and August 2029 (December 31, 2025 - June 2027 and August 2029). The capital leases are secured by the underlying equipment or vehicle being financed.
| (e) | Mine construction loan facility |
During June 2022, the Company entered into a US$75,100 senior secured term loan facility with KfW for the financing and construction of the Sangdong Mine and received US$906 during January 2025 in conjunction with the ninth and final drawdown on this loan facility. In addition, during the year ended December 31, 2025, KfW also advanced an additional US$20,000 in conjunction with a cost overrun availability. The loan bears interest at the Secured Overnight Financing Rate (“SOFR”) plus 2.3%, capitalized quarterly, with repayment of principal quarterly over a 6.25-year period commencing six months subsequent to commencement of the mine’s ramp-up period. The loan is secured by a pledge of the shares of Woulfe, shares of AKTC and by a mortgage on all property held by AKTC.
| 14 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| (f) | Debt repayment schedule |
Payments are due under the terms of the Company’s loans and leases for each of the following years ending March 31:
| 2027 | 56,928 | |||
| 2028 | 21,266 | |||
| 2029 | 19,679 | |||
| 2030 | 18,488 | |||
| 2031 | 61,114 | |||
| 177,475 | ||||
| Less: unamortized discount | (23 | ) | ||
| Less: imputed interest on capital lease obligations | (26 | ) | ||
| 177,426 |
| (g) | Debt continuity |
Changes in the balances of the long-term debt for the three months ended March 31, 2026 and the year ended December 31, 2025 are summarized as follows:
Three Months Ended March 31, 2026 | Year Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 174,629 | $ | 168,328 | ||||
| Cash flows: | ||||||||
| Issuance of debt | - | 29,447 | ||||||
| Scheduled debt repayments | (210 | ) | (1,698 | ) | ||||
| Non-cash changes: | ||||||||
| Conversion of debt to shares | - | (19,456 | ) | |||||
| Accrued interest | 373 | 1,755 | ||||||
| Amount reclassified to derivative liability | - | (623 | ) | |||||
| Translation adjustment | 2,634 | (3,124 | ) | |||||
| Balance, end of period | 177,426 | 174,629 | ||||||
| (h) | The Company’s term loans and convertible debentures include various positive and negative covenants as well as cross-default clauses which could cause several defaults in the event the Company is in default on any of its loan agreements. As of March 31, 2026, the Company was in compliance with all covenants under its term loans and convertible debentures. |
| 15 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 12. | Restoration provision and other liabilities |
| (a) | Restoration provision |
Future restoration of the Company’s mining properties, in accordance with local requirements are as follows:
| Balance at December 31, 2024 | $ | 24,291 | ||
| Revisions in estimated cash flows and changes in assumptions | (3,884 | ) | ||
| Acquisitions (Note 14) | 250 | |||
| Accretion expense | 402 | |||
| Translation adjustment | 1,595 | |||
| Balance, at December 31, 2025 | $ | 22,654 | ||
| Revisions in estimated cash flows and changes in assumptions | 7 | |||
| Accretion expense | 155 | |||
| Translation adjustment | (137 | ) | ||
| Balance, at March 31, 2026 | $ | 22,679 |
As at March 31, 2026, there is a restoration provision of $18,162 (December 31, 2025 - $18,026) with respect to the Panasqueira Mine, representing management’s estimate of the present value of the rehabilitation costs relating to the mine site totaling $41,899 (€ 26,070) (December 31, 2025 - $41,944 (€ 26,070)) and are to be incurred after the mine ceases production subsequent to 2045. BTW has assumed an inflation rate of 2.0% per year in calculating its estimates and a discount rate of 3.48% (December 31, 2025 - 2.0% and 3.48% respectively).
There is a restoration provision of $940 (December 31, 2025 - $942) with respect to Daytal’s future obligation to restore and reclaim the mine once it has ceased the processing of tungsten from the Los Santos Mine. The restoration provision represents management’s estimate of the present value of the rehabilitation costs relating to the mine site totaling $1,281 (December 31, 2025 - $1,282) and are to be incurred beginning in 2027 after Daytal ceases processing operations. Daytal has used a 5.5% discount rate and assumes an inflation rate of 2.0% per year (December 31, 2025 - 5.5% and 2.0% respectively) in calculating its estimates. The Company has filed, and is awaiting final approval of its mine plan and restoration provision by the relevant authorities in Spain. Banco Popular has posted a bank warranty of $289 (€180) (December 31, 2025 - $294 (€180)) on behalf of Daytal with the Region of Castilla y Leon, Trade and Industry Department as a form of deposit to cover the expected costs of restoring the mining property as required by Daytal’s Environmental Impact Statement that forms a part of its mining and exploitation license on the Los Santos Mine.
There is a restoration provision of $3,327 (December 31, 2025 - $3,436) with respect to the Sangdong Mine. The provision was determined based on a levy imposed by the relevant local government authority.
There is a restoration provision of $250 (December 31, 2025 - $250) with respect to the Gentung Tungsten Project. The provision represents management’s estimate of the present value of the rehabilitation costs relating to the property (see Note 14(a)).
| (b) | Other liabilities |
Included in other long-term liabilities is $488 (December 31, 2025 - $661) related to employee benefit obligations in respect of government mandated pension plans in AKTC and BTW.
| 16 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 13. | Share capital |
Common Shares
| Number of Shares | Amount | |||||||
| Authorized – Unlimited number of common shares | ||||||||
| Issued and outstanding | ||||||||
| Outstanding at December 31, 2024 | 176,947,216 | $ | 146,516 | |||||
| Shares issued for cash, net of issuance costs | 49,606,881 | 285,426 | ||||||
| Shares issued for exercise of stock options | 8,054,911 | 6,599 | ||||||
| Shares issued for exercise of CDI options | 13,931,501 | 54,325 | ||||||
| Shares issued for exercise of warrants | 6,321,538 | 10,037 | ||||||
| Shares issued for settlement of RSUs | 786,089 | 2,837 | ||||||
| Shares issued for settlement of debt | 66,667 | 90 | ||||||
| Shares issued for conversion of debt | 5,714,120 | 49,749 | ||||||
| Shares issued on acquisition of 100% of US Tungsten, Inc. | 1,347,305 | 12,463 | ||||||
| Outstanding at December 31, 2025 | 262,776,228 | $ | 568,042 | |||||
| Shares issued for exercise of stock options | 376,502 | 576 | ||||||
| Shares issued for exercise of CDI options | 1,255,182 | 4,987 | ||||||
| Shares issued for exercise of warrants | 2,721,042 | 3,375 | ||||||
| Shares issued for settlement of RSUs | 668,871 | 2,217 | ||||||
| Shares issued for conversion of debt, net of issuance costs | 15,047,619 | 59,377 | ||||||
| Outstanding at March 31, 2026 | 282,845,444 | $ | 638,574 | |||||
During January 2025, Almonty issued 5,000,000 CDI units, for net proceeds totaling $5,803 (AUD $6,750), in conjunction with the closing of a non-brokered private placement. Each unit is comprised of one CDI and one warrant, with each warrant enabling the holder to acquire one additional common share with an exercise price of AUD $1.875, expiring January 14, 2028. The warrants were initially valued at $1,528 and subsequently revalued at March 31, 2026 at $nil (December 31, 2025 - $739).
During January 2025, Almonty issued 1,684,659 common share units for net proceeds totaling $1,755 in conjunction with the closing of a non-brokered private placement. Each unit is comprised of one common share and one warrant, with each warrant enabling the holder to acquire one additional common share with an exercise price of $1.71, expiring three years from the date of issuance. The warrants were valued at $586 using the weighted average fair value. The fair value of the warrants was determined using the Black-Scholes Option Pricing Model using the following assumptions: risk-free rate – 2.64%; expected volatility – 54.08%; expected life – 3 years; dividend rate – nil.
During January 2025, Almonty issued 66,667 common shares as settlement of a $90 debt.
During February 2025, Almonty issued 2,222,222 CDI units, for net proceeds totaling $2,817 (AUD $3,000), in conjunction with the closing of a non-brokered private placement. Each unit is comprised of one CDI and one warrant, with each warrant enabling the holder to acquire one additional common share with an exercise price of AUD $1.875, expiring February 7, 2028. The warrants were initially valued at $972 and subsequently revalued at March 31, 2026 at $2,071 (December 31, 2025 - $1,566).
| 17 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
During May 2025, Almonty issued 120,475 common shares upon conversion of an outstanding $230 debenture. The fair value of the embedded derivative portion of this debenture of $234 was recognized upon conversion.
During June 2025, Almonty issued 793,646 common shares upon conversion of an outstanding $1,536 debenture. The fair value of the embedded derivative portion of this debenture of $2,420 was recognized upon conversion.
During July 2025, Almonty issued 20,000,000 common shares in the United States, for net proceeds totaling $109,952, in conjunction with a public offering and a concurrent listing on the Nasdaq Capital Markets.
During September 2025, Almonty issued 133,333 common shares upon conversion of an outstanding $179 debenture. The fair value of the embedded derivative portion of this debenture of $428 was recognized upon conversion.
During November 2025, Almonty issued 1,347,305 common shares, at a market price of $9.25 per common share, amounting to $12,463, as consideration for the acquisition of 100% of US Tungsten, Inc. (see Note 14(a)).
During December 2025, Almonty issued 20,700,000 common shares in the United States, for net proceeds totaling $168,185, in conjunction with the underwriters’ over-allotment option.
During December 2025, Almonty issued 2,666,666 common shares upon conversion of an outstanding $3,098 (US$2,000) debenture and 2,000,000 common shares upon conversion of an outstanding $2,323 (US $1,500) debenture. The fair value of the embedded derivative portion of these debentures of $22,458 and $16,843 was recognized upon conversion.
During January 2026, Almonty issued 15,047,619 common shares upon conversion of an outstanding $60,748 debenture.
CDI options and Warrants
For the three months ended March 31, 2026 and year ended December 31, 2025, the outstanding CDI Options and Warrants, all of which are exercisable, are summarized as follows:
Number of CDI Options | Number of Warrants | Total Number Outstanding | ||||||||||
| Total outstanding at December 31, 2024 | 8,075,571 | 9,751,706 | 17,827,277 | |||||||||
| CDI Options and Warrants issued | 7,222,222 | 1,684,666 | 8,906,888 | |||||||||
| CDI Options and Warrants exercised | (13,931,501 | ) | (6,321,538 | ) | (20,253,039 | ) | ||||||
| Warrants expired | - | (1,197,090 | ) | (1,197,090 | ) | |||||||
| Total outstanding at December 31, 2025 | 1,366,292 | 3,917,744 | 5,284,036 | |||||||||
| CDI Options and Warrants exercised | (1,255,182 | ) | (2,721,042 | ) | (3,976,224 | ) | ||||||
| Total outstanding at March 31, 2026 | 111,110 | 1,196,702 | 1,307,812 | |||||||||
| 18 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The following table discloses the average exercise price, number of CDI options and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding and Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||
| $ 1.68 (AUD $1.88) | 111,110 | 1.86 | $ | 1.68 | ||||||||
| Total CDI Options | 111,110 | 1.86 | $ | 1.68 | ||||||||
The following table discloses the average exercise price, number of warrants and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding and Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||
| $ 0.90 - $ 0.94 | 740,740 | 0.58 | $ | 0.94 | ||||||||
| $ 1.11 - $ 1.13 | 118,629 | 0.05 | $ | 1.11 | ||||||||
| $ 1.71 - $ 1.80 | 337,333 | 1.84 | $ | 1.71 | ||||||||
| Total Warrants | 1,196,702 | 0.88 | $ | 1.17 | ||||||||
Incentive stock options
Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”) and the Company’s Third Amended and Restated Incentive Stock Option Plan (which was superseded and replaced by the Omnibus Plan), the Company can grant stock options to directors, officers, employees and consultants for common shares of Almonty. Under the Omnibus Plan, the exercise price of a stock option may not be less than the closing market price during the trading day immediately preceding the date of the grant of the stock option, less any applicable discount allowed by the TSX. Stock options can be granted for a maximum term of 15 years and vest at the discretion of the Board of Directors. The Omnibus Plan was re-approved by Almonty’s shareholders at its Annual and Special Meeting of Shareholders held on April 30, 2025. The Company’s stock options do not include CDI options.
For the three months ended March 31, 2026 and year ended December 31, 2025, the outstanding stock options are summarized as follows:
Number of Stock Options | ||||
| Options outstanding at December 31, 2024 | 14,520,001 | |||
| Options granted | 2,564,663 | |||
| Options exercised | (8,054,911 | ) | ||
| Options forfeited upon cashless exercise | (1,831,775 | ) | ||
| Options expired | (66,666 | ) | ||
| Options outstanding at December 31, 2025 | 7,131,312 | |||
| Options exercised | (376,502 | ) | ||
| Options forfeited upon cashless exercise | (13,496 | ) | ||
| Options outstanding at March 31, 2026 | 6,741,314 | |||
| 19 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The following table discloses the average exercise price, number of options and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding | Number Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
| $ 0.50 - $ 1.85 | 4,516,649 | 4,516,649 | 2.47 | $ | 1.00 | |||||||||||
| $ 2.43 - $ 3.86 | 2,024,665 | 1,887,094 | 4.04 | $ | 3.56 | |||||||||||
| $ 8.93 | 200,000 | 200,000 | 4.66 | $ | 8.93 | |||||||||||
| Total Options | 6,741,314 | 6,603,743 | 3.01 | $ | 2.00 | |||||||||||
During February 2025, the Company granted 166,666 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vested immediately and are exercisable for a period of five years from the grant date at $1.79 per common share. The grant resulted in the recording of share-based compensation expense of $204. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.66%, volatility of 60.54% based on historical volatility, expected life of five years, and no expected dividend yield.
During February 2025, the Company granted 133,333 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vested immediately and are exercisable for a period of five years from the grant date at $2.87 per common share. The grant resulted in the recording of share-based compensation expense of $206. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.76%, volatility of 61.48% based on historical volatility, expected life of five years, and no expected dividend yield.
During March 2025, the Company granted 348,000 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vest over three years and are exercisable for a period of five years from the grant date at $2.83 per common share. The grant resulted in the recording of share-based compensation expense of $328. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.69%, volatility of 60.34% based on historical volatility, expected life of five years, and no expected dividend yield.
During March 2025, the Company granted 100,000 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vest immediately and are exercisable for a period of five years from the grant date at $2.43 per common share. The grant resulted in the recording of share-based compensation expense of $120. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.72%, volatility of 60.20% based on historical volatility, expected life of five years, and no expected dividend yield.
During April 2025, the Company granted 1,616,664 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vested immediately and are exercisable for a period of five years from the grant date at $3.86 per common share. The grant resulted in the recording of share-based compensation expense of $3,302. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.67%, volatility of 62.20% based on historical volatility, expected life of five years, and no expected dividend yield.
| 20 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
During November 2025, the Company granted 200,000 stock options to employees and consultants of the Company pursuant to the Company’s stock option plan then in effect. The stock options vested immediately and are exercisable for a period of five years from the grant date at $8.93 per common share. The grant resulted in the recording of share-based compensation expense of $1,128. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of 2.71%, volatility of 72.68% based on historical volatility, expected life of five years, and no expected dividend yield.
Restricted share units
RSUs granted under the Company’s Restricted Share Unit Plan (the “RSU Plan”, which was superseded and replaced by the Omnibus Plan) or Omnibus Plan to employees vest in accordance with the conditions determined at the time of grant. RSUs issued were valued based on the value of the underlying shares at the date of issuance.
For the three months ended March 31, 2026 and year ended December 31, 2025, the outstanding RSUs, are summarized as follows:
| Number of RSUs | ||||
| RSUs outstanding at December 31, 2024 | 2,566,667 | |||
| RSUs granted | 1,497,195 | |||
| RSUs settled | (786,089 | ) | ||
| RSUs outstanding at December 31, 2025 | 3,277,773 | |||
| RSUs granted | 255,684 | |||
| RSUs settled | (668,871 | ) | ||
| RSUs outstanding at March 31, 2026 | 2,864,586 | |||
The following table discloses the number of RSUs and contractual life as at March 31, 2026:
| Range of Exercise Prices | Number Outstanding | Number Vested | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
| $ 0.78 - $ 6.20 | 2,666,664 | 2,605,295 | 1.70 | $ | 2.88 | |||||||||||
| $ 8.88 - $ 12.78 | 84,000 | 15,179 | 2.78 | $ | 12.78 | |||||||||||
| $ 23.96 - $ 28.71 | 113,922 | 94,850 | 2.98 | $ | 23.96 | |||||||||||
| Total RSUs | 2,864,586 | 2,715,324 | 1.78 | $ | 4.01 | |||||||||||
During the year ended December 31, 2025, the Company granted 763,863 RSUs to directors of the Company under its RSU Plan, which vested on the grant date. The RSUs were determined to have a value of $2,730 based on the share price at the date of grant. A share-based compensation expense of $nil related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $107).
| 21 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
During April 2025, the Company granted 666,666 RSUs to an officer of the Company under its RSU Plan, vesting at the completion of certain key events. The RSUs were determined to have a value of $2,150 based on the share price at the date of grant. A share-based compensation expense of $213 related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $nil).
During December 2025, the Company granted 66,666 RSUs to an officer of the Company under its RSU Plan, vesting in three tranches over a 4-month period, with one-third vesting on the grant date and two-thirds vesting four months after the grant. The RSUs were determined to have a value of $597 based on the share price at the date of grant. A share-based compensation expense of $366 related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $nil).
During the three months ended March 31, 2026, the Company granted 100,598 RSUs to directors of the Company under its RSU Plan, which vested on the grant date. The RSUs were determined to have a value of $2,040 based on the share price at the date of grant. A share-based compensation expense of $2,040 related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $nil).
During January 2026, the Company granted 126,000 RSUs to officers of the Company under its RSU Plan, vesting in three tranches over a 24-month period, with one-third vesting on the grant date, one-third 12-months after the grant date and one-third 24 months after the grant date. The RSUs were determined to have a value of $1,556 based on the share price at the date of grant. A share-based compensation expense of $706 related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $nil).
During March 2026, the Company granted 29,086 RSUs to an officer of the Company under its RSU Plan, vesting in three tranches over a 24-month period, with one-third vesting on the grant date, one-third 12-months after the grant date and one-third 24 months after the grant date. The RSUs were determined to have a value of $590 based on the share price at the date of grant. A share-based compensation expense of $203 related to these RSUs was recorded during the three months ended March 31, 2026 (three months ended March 31, 2025 - $nil).
| 14. | Acquisitions |
| (a) | Acquisition of Gentung |
On November 14, 2025 Almonty acquired a 100% ownership interest in US Tungsten, Inc. (“Gentung”) from a privately owned United States (the “U.S.”) based minerals explorer. Gentung is the 100% owner of various rights and interest comprising the Gentung Tungsten Project. The project is located in Beaverhead County, Montana, United States.
Almonty acquired 100% of the shares of Gentung. The fair value of the consideration transferred comprised USD$9,000,000, for which the Company issued 1,347,305 shares at a deemed issue price of $9.25 per share, and a paid cash payment of US$750 ($1,043), resulting in total consideration of US$9,750 ($13,506).
The acquisition does not meet the definition of a business in accordance with IFRS 3, Business Combinations, as it satisfied the asset concentration test. Accordingly, the transaction has been accounted for as an asset acquisition. Under this approach, the consideration transferred has been allocated to the identifiable assets acquired on a relative fair value basis.
| 22 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The allocation of the purchase consideration to the identifiable assets acquired is set out below:
Fair value at acquisition date | ||||
| Assets acquired | ||||
| Exploration and Evaluation assets | $ | 13,506 | ||
| Total assets | $ | 13,506 | ||
| Liabilities assumed | ||||
| Nil | $ | - | ||
| Total liabilities | $ | - | ||
| Net assets acquired | $ | 13,506 | ||
| Consideration: | ||||
| Cash | $ | 1,043 (US$750) | ||
| Common shares | $ | 12,463 (US$9,000) | ||
| Total consideration | $ | 13,506 (US$9,750) | ||
Transaction costs of $30 were capitalized to the assets acquired.
| (b) | Acquisition of Apex |
On November 15, 2025, Almonty acquired a 100% ownership interest in Apex Garnet Inc. (“Apex”) from a privately owned U.S. based minerals explorer. Apex is the 100% owner of various assets for use in the processing of tungsten for the Gentung Tungsten Project. Apex holds a number of assets including, but not limited to, a plant permit, water rights and tungsten mining equipment for use in the processing of tungsten.
Almonty acquired 100% of the shares of Apex. The fair value of the consideration transferred comprised the payment of US$250 ($348) cash.
The acquisition does not meet the definition of a business in accordance with IFRS 3, Business Combinations, as it satisfied the asset concentration test. Accordingly, the transaction has been accounted for as an asset acquisition. Under this approach, the consideration transferred has been allocated to the identifiable assets acquired on a relative fair value basis.
| 23 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The allocation of the purchase consideration to the identifiable assets acquired is set out below:
Fair value at acquisition date | ||||
| Assets acquired | ||||
| Exploration and Evaluation assets | $ | 348 | ||
| Restoration Provisions asset | $ | 250 | ||
| Total assets | $ | 598 | ||
| Liabilities assumed | ||||
| Rehabilitation provision | $ | 250 | ||
| Total liabilities | $ | 250 | ||
| Net assets acquired | $ | 348 | ||
| Consideration: | ||||
| Cash | $ | 348 | ||
| Total consideration | $ | 348 (US$250) | ||
Transaction costs of $3 were capitalized to the assets acquired.
| 15. | Employee compensation |
The Company incurred employee compensation and benefit expenses of $11,676 for the three months ended March 31, 2026 (three months ended March 31, 2025 - $5,489).
| 16. | Segmented information |
The Company’s operations are segmented on a regional basis and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments has been defined as the Chief Executive Officer.
Management monitors the business of the Company as a single commodity segment, whose operations relate to the exploration and mining of tungsten across three geographical locations: the Iberian Peninsula (Spain and Portugal), the Republic of Korea and the United States.
For management reporting purposes, the Company is organized into business units based on its products and activities, and has five reportable operating segments, as follows:
| ● | The Los Santos Mine located in Spain whose current operations relate to the exploration and prior operations related to mining of tungsten that is ultimately sold as tungsten concentrate (currently in care and maintenance); | |
| ● | The Panasqueira Mine located in Covilha, Castelo Branco, Portugal whose operations relate to the exploration and mining of tungsten which is ultimately sold as tungsten concentrate, as well as the production of copper and tin concentrate by-products that are sold as concentrate; |
| 24 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| ● | The Valtreixal Mine located in Spain whose operations relate to the exploration and evaluation activities of the Valtreixal tin/tungsten project; | |
| ● | Woulfe, whose properties are located in Gangwon Province, Republic of Korea, and whose operations relate primarily to the development of the Sangdong Mine; and | |
| ● | The Gentung Tungsten Project located in Montana, United States whose operations relate to the exploration and evaluation activities of the Gentung Browns Lake tungsten project. |
The Company monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on income (losses) from mining operations and is measured consistently with income (losses) from mining operations in the consolidated financial statements.
The accounting policies used by the Company in reporting segments internally are the same as those contained in Note 3.
Segmented information for the three months ended March 31, 2026 is as follows:
| Los Santos Mine | Valtreixal Mine | Woulfe | Panasqueira Mine | Gentung Tungsten Project | Corporate | Total | ||||||||||||||||||||||
| Revenue | - | - | 56 | 25,344 | - | - | 25,400 | |||||||||||||||||||||
| Production costs | - | - | (42 | ) | (11,797 | ) | - | - | (11,839 | ) | ||||||||||||||||||
| Care and maintenance costs | (298 | ) | - | - | - | - | - | (298 | ) | |||||||||||||||||||
| Depreciation and amortization | - | - | - | (245 | ) | (8 | ) | - | (253 | ) | ||||||||||||||||||
(Loss) earnings from mining operations | (298 | ) | - | 14 | 13,302 | (8 | ) | - | 13,010 | |||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | (166 | ) | (13 | ) | (209 | ) | (481 | ) | (5 | ) | (6,260 | ) | (7,134 | ) | ||||||||||||||
| Interest expense | (11 | ) | - | - | - | - | (483 | ) | (494 | ) | ||||||||||||||||||
| Share-based compensation | - | - | - | - | - | (3,633 | ) | (3,633 | ) | |||||||||||||||||||
| Foreign exchange gain (loss) | (5 | ) | (2 | ) | (2,238 | ) | 70 | - | 3,975 | 1,800 | ||||||||||||||||||
| Interest income | - | - | - | - | - | 2,346 | 2,346 | |||||||||||||||||||||
| Loss on valuation of warrant liabilities | - | - | - | - | - | (2,020 | ) | (2,020 | ) | |||||||||||||||||||
| Loss on valuation of embedded derivative liabilities | - | - | - | - | - | (6,392 | ) | (6,392 | ) | |||||||||||||||||||
(Loss) income before income taxes | (480 | ) | (15 | ) | (2,433 | ) | 12,891 | (13 | ) | (12,467 | ) | (2,517 | ) | |||||||||||||||
| Capital expenditures | - | 13 | 23,004 | 739 | 797 | 79 | 24,632 | |||||||||||||||||||||
| 25 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| As at March 31, 2026 | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Current | 1,283 | 14 | 7,909 | 29,749 | 1,002 | 246,668 | 286,625 | |||||||||||||||||||||
| Non-current | 33,784 | 9,283 | 235,062 | 25,209 | 15,456 | 202 | 318,996 | |||||||||||||||||||||
| Total Assets | 35,067 | 9,297 | 242,971 | 54,958 | 16,458 | 246,870 | 605,621 | |||||||||||||||||||||
| Total Liabilities | 2,491 | 1,545 | 137,368 | 36,960 | 250 | 70,153 | 248,767 | |||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Current | 1,322 | 14 | 7,473 | 12,478 | - | 265,633 | 286,920 | |||||||||||||||||||||
| Non-current | 33,820 | 9,280 | 220,352 | 24,810 | 14,428 | 122 | 302,812 | |||||||||||||||||||||
| Total Assets | 35,142 | 9,294 | 227,825 | 37,288 | 14,428 | 265,755 | 589,732 | |||||||||||||||||||||
| Total Liabilities | 2,683 | 1,592 | 131,621 | 28,859 | 250 | 66,916 | 231,921 | |||||||||||||||||||||
Segmented information for the three months ended March 31, 2025 is as follows:
| Los Santos Mine | Valtreixal Mine | Woulfe | Panasqueira Mine | Gentung Tungsten Project | Corporate | Total | ||||||||||||||||||||||
| Revenue | - | - | 15 | 7,893 | - | - | 7,908 | |||||||||||||||||||||
| Production costs | - | - | - | (6,588 | ) | - | - | (6,588 | ) | |||||||||||||||||||
| Care and maintenance costs | (280 | ) | - | - | - | - | - | (280 | ) | |||||||||||||||||||
| Depreciation and amortization | (5 | ) | - | - | (283 | ) | - | - | (288 | ) | ||||||||||||||||||
(Loss) earnings from mining operations | (285 | ) | - | 15 | 1,022 | - | - | 752 | ||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | (148 | ) | (1 | ) | 116 | (579 | ) | - | (2,794 | ) | (3,406 | ) | ||||||||||||||||
| Interest expense | (25 | ) | - | - | - | - | (1,181 | ) | (1,206 | ) | ||||||||||||||||||
| Share-based compensation | - | - | - | - | - | (851 | ) | (851 | ) | |||||||||||||||||||
| Foreign exchange gain (loss) | 1 | (2 | ) | - | (59 | ) | - | (1,040 | ) | (1,100 | ) | |||||||||||||||||
| Loss on valuation of warrant liabilities | - | - | - | - | - | (25,810 | ) | (25,810 | ) | |||||||||||||||||||
| Loss on valuation of embedded derivative liabilities | - | - | - | - | - | (2,909 | ) | (2,909 | ) | |||||||||||||||||||
(Loss) income before income taxes | (457 | ) | (3 | ) | 131 | 384 | - | (34,585 | ) | (34,530 | ) | |||||||||||||||||
| Capital expenditures | - | 7 | 10,339 | 511 | - | - | 10,857 | |||||||||||||||||||||
| 26 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Information by geographical region is as follows:
| Revenue | Non-current Assets | |||||||||||||||
| Country | Three months ended March 31, 2026 | Three months ended March 31, 2025 | March 31, 2026 | December
31, 2025 | ||||||||||||
| Portugal | $ | 25,344 | $ | 7,893 | $ | 25,208 | $ | 24,810 | ||||||||
| Spain | - | - | 43,067 | 43,100 | ||||||||||||
| South Korea | 56 | 15 | 235,062 | 220,352 | ||||||||||||
| United States | - | - | 15,659 | 14,550 | ||||||||||||
| Total | $ | 25,400 | $ | 7,908 | $ | 318,996 | $ | 302,812 | ||||||||
| 17. | Financial instruments and risk management |
Financial instruments
Fair values are determined directly by reference to published price quotation in an active market, when available, or by using a valuation technique that uses inputs observed from relevant markets.
The three levels of the fair value hierarchy are described below:
| Level 1 - | Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. |
| Level 2 - | Inputs that are observable, either directly or indirectly, but do not qualify as Level 1 inputs (i.e., quoted prices for similar assets or liabilities) |
| Level 3 - | Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to determining the estimate. |
The carrying value of cash, trade receivables and accounts payable and accrued liabilities approximates their fair value due to their short terms to maturity. The accounts receivable associated with provisional pricing arrangements are a Level 2 fair value estimate and are valued based upon observable WO3 forward prices as of the reporting date. The fair value of long-term debt is a Level 2 fair value estimate and is not materially different from the carrying value based on current market rates of interest, or interest rates set at relatively short time intervals. The fair value of warrant and derivative liabilities are a Level 3 fair value estimate and the carrying value is based on a Black-Scholes market estimate.
Financial risk management objectives and policies
Almonty’s activities expose it to a variety of financial risks: market risk (including interest rate risk and foreign exchange risk), credit risk and liquidity risk. Almonty’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.
| 27 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| (a) | Market risk |
Interest rate risk
Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate due to changes in market interest rates. Almonty’s exposure to the risk of changes in market interest rates relates to cash at banks and long-term debt with a floating interest rate. Of the long-term debt, $129,662 is subject to floating interest rates and $47,764 is subject to fixed interest rates. A portion of the floating-rate debt totaling $25,325 is subject to a fixed spread over the 6- and 12-month EURIBOR. A change of 100 basis points (1.0%) in the EURIBOR would result in a $253 change in annual interest costs. The remaining floating rate debt of $104,337 is based on a fixed spread over the three-month SOFR. A change of 100 basis points (1.0%) in the three-month SOFR would result in a $1,043 change in annual interest costs. All figures provided in this risk factor are as at March 31, 2026.
Foreign currency risk
Foreign exchange risk arises when future commercial transactions or recognized assets or liabilities are denominated in a currency that is not the Company’s functional currency. Almonty operates in the Republic of Korea, Spain, Portugal, Canada and the United States, and is therefore exposed to foreign exchange risk arising from transactions denominated in foreign currencies.
Almonty’s wholly owned subsidiary BTW operates in Portugal, which uses Euros as its functional currency. Its output is a commodity that is primarily priced in United States dollars (US$) which is different than the functional currency of the Company, and the Company may also incur costs or obtain indebtedness in a currency that is different from their functional currency. Additionally, Daytal’s current care and maintenance expenses, as well as any potential future operating costs, are primarily denominated in Euros, which exposes the Company to currency fluctuations between the Euro and its reporting currency.
Almonty’s functional currency is the Canadian dollar but it advances funds to subsidiaries in the functional currency of the subsidiary to which funds are advanced. As such, the Company’s financial performance can be significantly affected by movements in various currencies (Canadian dollars (C$), United States dollars (US$), Euros (€) and Korean Won (KRW)).
The Company’s Canadian dollar functional currency businesses have the following financial instruments denominated in foreign currencies:
| Currency | Carrying Value ($) | |||||
| Cash | US$ | 239,192 | ||||
| Cash | AUS$ | 240 | ||||
| Cash | € | 176 | ||||
| Accounts payable and accrued liabilities | US$ | 3,781 | ||||
| Accounts payable and accrued liabilities | AUS$ | 378 | ||||
| Accounts payable and accrued liabilities | KRW | 11,880 | ||||
| Long-term debt | US$ | 114,044 | ||||
| Long-term debt | € | 23,564 | ||||
A 5.0% change in the value of the C$ relative to the above currencies would change net income for the three months ended March 31, 2026 by approximately $4,298.
| 28 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The Company’s Euro functional currency businesses have the following financial instruments denominated in foreign currencies:
| Currency | Carrying Value | |||||
| Trade receivables | US$ | 9,149 | ||||
A 5.0% change in the value of the Euro relative to the above currencies would change net income for the three months ended March 31, 2026 by approximately $458.
The Company’s Korean Won functional currency businesses have the following financial instruments denominated in foreign currencies:
| Currency | Carrying Value | |||||
| Cash | US$ | 2,146 | ||||
| Accounts payable and accrued liabilities | US$ | 1,721 | ||||
| Accounts payable and accrued liabilities | € | 6 | ||||
| Long-term debt | US$ | 133,511 | ||||
A 5.0% change in the value of the Korean Won relative to the above currencies would change net income for the three months ended March 31, 2026 by approximately $6,590.
| (b) | Credit risk |
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. Financial instruments that potentially subject the Company to credit risk consist of cash, trade receivables and deposits.
The Company manages credit risk by depositing surplus cash with major banks of high-quality credit standing, in interest-bearing accounts that earn interest at floating rates. Trade receivables represent amounts receivable related to delivery of concentrate that have not been settled and are with the Company’s customers, all of whom have good credit ratings and the Company has not experienced any credit issues with any of its customers. Other assets include deposits.
The carrying value of the cash, trade receivables and deposits totaling $270,209 represents Almonty’s maximum exposure to credit risk.
| (c) | Liquidity risk |
Liquidity risk is the risk that an entity will encounter difficulty in raising funds to meet commitments associated with financial instruments.
As at March 31, 2026, the Company held cash of approximately $259,853 (of which $2,312 represented cash for use for the development of the Sangdong Mine) and a working capital position of $169,494 (December 31, 2025 - position of $213,175). Although Almonty has been successful in repaying liabilities in the past and issuing new debt securities, there can be no assurance that it can continue to do so. In addition, Almonty may assume additional liability in future periods or reduce its holdings of cash in connection with funding future acquisitions, existing operations, capital expenditures, dividends or in pursuing other business opportunities.
| 29 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
The Company’s level of indebtedness could have important consequences for its operations, including:
| ● | Almonty may need to use a large portion of its cash flow to repay the principal and pay interest on its debt, which will reduce the amount of funds available to finance its operations and other business activities; and | |
| ● | Almonty’s debt level may limit its ability to pursue other business opportunities, borrow money for operations or capital expenditures in the future or implement its business strategy. |
As of March 31, 2026, Almonty had approximately $56,878 of debt maturing within the next twelve months (December 31, 2025 - $27,267).
In addition to future cash flow from operations, potential divestment and the creation of new joint ventures and partnerships, Almonty’s potential other sources of liquidity for the payment of its expenses and principal and interest payable on its debt in 2026 include issuing additional equity or unsecured debt. Almonty’s ability to reduce its indebtedness and meet its payment obligations will depend on its future financial performance, which will be impacted by financial, business, economic and other factors. Almonty will not be able to control many of these factors, such as economic conditions in the markets in which it operates. Almonty cannot be certain that its existing capital resources and future cash flow from operations will be sufficient to allow it to pay principal and interest on Almonty’s debt and meet its other obligations. If these amounts are insufficient or if there is a contravention of its debt covenants, Almonty may be required to refinance all or part of its existing debt, sell assets, borrow more money or issue additional equity. The ability of Almonty to access the bank, public debt or equity capital markets on an efficient basis may be constrained by a dislocation in the credit markets and/or capital and/or liquidity constraints in the banking, debt and/or equity markets at the time of issuance.
Almonty is also exposed to liquidity and various counterparty risks including, but not limited to: (i) Almonty’s lenders and other banking counterparties; (ii) Almonty’s insurance providers; (iii) financial institutions that hold Almonty’s cash; (iv) companies that have payables to Almonty; and (v) companies that have received deposits from Almonty for the future delivery of equipment.
Contractual undiscounted cash flow requirement for financial liabilities as at March 31, 2026 are as follows:
| Less than 1 year | 1-2 years | 3-4 years | After 5 years | Total | ||||||||||||||||
| Accounts payable and accrued liabilities | 40,237 | - | - | - | 40,237 | |||||||||||||||
| Term and other loans – Euro | 24,371 | 1,135 | - | - | 25,506 | |||||||||||||||
| Term and other loans – US dollar | 8,363 | - | - | - | 8,363 | |||||||||||||||
| Promissory note | 250 | - | - | - | 250 | |||||||||||||||
| Convertible debentures | 9,394 | - | - | - | 9,394 | |||||||||||||||
| Lease liabilities | 149 | 268 | 35 | - | 452 | |||||||||||||||
| Mine construction facility | 14,402 | 39,542 | 35,297 | 44,270 | 133,511 | |||||||||||||||
| 30 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 18. | Capital management |
The primary objective of the Company’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximize shareholder value. The Company manages its capital structure (composed of shareholders’ equity) and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, Almonty may initiate dividend payments to shareholders, return capital to shareholders, repurchase issued shares or issue new shares. Almonty was not exposed to any externally imposed capital requirements for the three months ended March 31, 2026 and year ended December 31, 2025. There were no changes to the Company’s approach to capital management during the three months ended March 31, 2026.
| 19. | Commitments and contingent liabilities |
Daytal owns the Los Santos Mine, near the town of Los Santos, Salamanca in Western Spain. Daytal rents the land where the Los Santos Mine is located from local property owners and municipalities. The leases range from ten to 25 years. On all leases greater than ten years, Daytal has the right to terminate the leases under certain circumstances without penalty. Annual lease commitments total approximately $393 payable throughout the year on the anniversary dates of the individual leases.
The mining license for the Los Santos Mine was granted in September 2002 for a period of 30 years and is extendable for 90 years. Daytal pays minimal land taxes and there is no other royalty payment associated with the license. The Company files applications in the ordinary course to renew the permits associated with its mining license that it deems necessary and/or advisable for the continued operation of its business. Certain of the Company’s permits to operate that are associated with the mining license are currently under application for renewal.
The Company’s operations are subject to other claims and lawsuits from time to time, including any claims related to suppliers, employees or other parties. However, these are not expected to result in a material impact on the financial statements.
| 20. | Related party transactions |
For the three months ended March 31, 2026, the Company paid or accrued compensation to key management personnel, which includes the Company’s Chief Executive Officer, Chief Financial Officer and members of the Board of Directors totaling $2,530 (three months ended March 31, 2025 - $357).
The Company has long-term debt owing to DRAG, a company that is an existing shareholder of Almonty, and whose former Chief Executive Officer is a member of the Board of Directors of the Company. In addition to the transactions disclosed in notes 11(b) and 11(c), $249 was accrued on the DRAG loans during the three months ended March 31, 2026 (three months ended March 31, 2025 - $215). As of March 31, 2026, there is $6,731 (December 31, 2025 - $6,482) of unpaid interest included in accounts payable and accrued liabilities.
| 31 |
Almonty Industries Inc. Notes to the Unaudited Interim Condensed Consolidated Financial Statements Three Months Ended March 31, 2026 and 2025 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 21. | Supplementary cash flow information |
Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Non-cash investing and financing activities | ||||||||
| Mining assets additions included in accounts payable | $ | 2,277 | $ | 2,345 | ||||
| Amortization capitalized to mining assets | 466 | 120 | ||||||
| Revision in estimate in restoration provision | 7 | - | ||||||
| Shares issued on cashless exercise of options | 300 | 143 | ||||||
| Shares issued on exercise of CDI options | 2,254 | - | ||||||
| Shares issued on exercise of warrants | 517 | 586 | ||||||
| Shares issued on settlement of RSUs | 2,217 | - | ||||||
| Shares issued for conversion of debt | 60,748 | - | ||||||
| Shares issued for settlement of debt | - | 90 | ||||||
| 22. | Schedule of general and administrative expenses |
Three months ended March 31, 2026 | Three months ended March 31, 2025 | |||||||
| Legal, audit and accounting | $ | 1,260 | $ | 1,466 | ||||
| Consulting fees | 722 | 175 | ||||||
| Salaries and wages | 2,318 | 103 | ||||||
| Office and travel | 1,708 | 658 | ||||||
| Marketing and shareholder communications | 1,126 | 1,004 | ||||||
| $ | 7,134 | $ | 3,406 | |||||
| 23. | Subsequent event |
Subsequent to March 31, 2026, the Company issued 896,405 common shares in conjunction with the exercise of warrants and CDI Options for proceeds totaling $926.
| 32 |
Exhibit 99.3

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
REPORT DATED: May 11, 2026

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Contents
| 1. | Introduction | 2 |
| 2. | Business Overview | 2 |
| 3. | Recent Developments | 2 |
| 4. | Overall Performance and Discussion of Operations | 3 |
| 5. | Summary of Quarterly Results | 11 |
| 6. | Outstanding Share Data | 12 |
| 7. | Liquidity and Capital Resources | 16 |
| 8. | Off-Balance Sheet Arrangements | 18 |
| 9. | Related Party Transactions | 19 |
| 10. | Proposed Material Transactions | 19 |
| 11. | Critical Accounting Estimates | 19 |
| 12. | Changes in Accounting Policies | 19 |
| 13. | Financial Instruments and Risk Management | 19 |
| 14. | Disclosure Controls and Procedures and Internal Control of Financial Reporting | 20 |
| 15. | Risks and Uncertainties | 22 |
| 16. | Restoration Provision | 26 |
| 17. | Emerging Market Issuer Disclosure | 27 |
| 18. | Forward-looking Information | 31 |
| 19. | General | 34 |
| 20. | Additional Information | 34 |
| 21. | Management’s Responsibility for Financial Statements | 34 |
| Glossary of Terms | 35 | |
| Page | 1 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
1. Introduction
This management’s discussion and analysis (“MD&A”), dated May 11, 2026, provides a review of, and discusses the financial position and results of operations of, Almonty Industries Inc. (Nasdaq: ALM; TSX: AII; ASX: AII; Frankfurt: ALI1) (“Almonty” or the “Company”) for the three months ended March 31, 2026. It should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and notes thereto for the three months ended March 31, 2026 (the “Q1-2026 Financial Statements”).
A glossary of terms is affixed to the last page of this MD&A. Capitalized terms used but not otherwise defined herein have their respective meanings ascribed thereto in the glossary of terms. All currency figures in this MD&A appear in thousands of Canadian dollars, except per common share amounts, unless otherwise stated.
On July 3, 2025, Almonty effected a share consolidation of its issued and outstanding common shares on the basis of one and a half (1.5) pre-consolidated common shares for one (1) post-consolidated common share (the “Share Consolidation”). Almonty’s common shares commenced trading on a post-consolidation basis on the TSX at the start of trading on July 7, 2025. As a result, Almonty’s issued and outstanding CDIs, common share purchase warrants (“warrants”), CDI options, stock options and restricted share units (“RSUs”) were also consolidated on a 1.5 to 1 basis. All per common share amounts and figures relating to the price and number of common shares reflect the Share Consolidation.
2. Business Overview
Almonty is a diversified and experienced global producer of tungsten concentrate. The Company is primarily engaged in the development of the Sangdong tungsten mine project (the “Sangdong Mine”) located in Gangwon Province, the Republic of Korea (“Korea” or “South Korea”), and is currently mining, processing and shipping tungsten concentrate from the Panasqueira tin and tungsten mine in Covilha, Castelo Branco, Portugal (the “Panasqueira Mine”). Additionally, the Company is evaluating its molybdenum project with inferred mineral resources on a separate property adjacent to the tungsten orebody at the Sangdong Mine (the “Sangdong Molybdenum Project”) and its Valtreixal tin and tungsten mine project located in Western Spain in the province of Zamora (the “Valtreixal Mine”). The Company also owns the Los Santos tungsten mine located near Salamanca, Spain (the “Los Santos Mine”), which is currently under care and maintenance, and is evaluating its newly-acquired unpatented tungsten mining claims located in Beaverhead County, Montana in the United States (the “Gentung Tungsten Project”).
3. Recent Developments
During 2026 to the date of this MD&A:
| ● | On January 6, 2026, Almonty announced the appointment of Guillaume Wiesenbach de Lamaziere, CFA as Chief Development Officer to spearhead key corporate development strategy and execution. | |
| ● | On March 16, 2026, Almonty announced that Phase I of the Sangdong Mine is now in commissioning and ramp-up. |
| Page | 2 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| ● | On April 13, 2026, Almonty announced the relocation of its corporate headquarters from Toronto, Ontario, Canada to Dillon, Montana, United States. The relocation of its corporate headquarters reflects Almonty’s continued strategic alignment with the United States and its role in supporting secure, transparent and Western-aligned supply chains for critical materials. The move positions the Company closer to key stakeholders, including U.S. government agencies, defence contractors and industrial partners, while reinforcing its commitment to becoming the leading U.S.-aligned tungsten producer. | |
| ● | On May 6, 2026, Almonty announced the appointment of Jorge Beristain, CFA, as Chief Financial Officer, effective June 1, 2026. Mr. Beristain’s appointment positions Almonty for its next phase of growth as the Company scales its flagship Sangdong Mine in South Korea and continues to expand its strategic role in the Western tungsten supply chain in the United States, Portugal and Spain. Brian Fox has departed from his role as Chief Financial Officer, effective on May 6, 2026. Until Mr. Beristain’s start date, Guillaume Wiesenbach de Lamaziere, the Company’s Chief Development Officer, will serve as Interim Chief Financial Officer. |
4. Overall Performance and Discussion of Operations
Financial Information
The following financial information is for the three months ended March 31, 2026 and 2025:
| Three Months ended | ||||||||
| 31-March-26 | 31-March-25 | |||||||
| $’000 | $’000 | |||||||
| Gross revenue | 25,400 | 7,908 | ||||||
| Mine production costs | 11,839 | 6,588 | ||||||
| Care and maintenance | 298 | 280 | ||||||
| Depreciation and amortization | 253 | 288 | ||||||
| Income from mining operations | 13,010 | 752 | ||||||
| General and administrative costs | 7,134 | 3,406 | ||||||
| Non-cash compensation costs | 3,633 | 851 | ||||||
| Income (loss) before the under noted items | 2,243 | (3,505 | ) | |||||
| Interest income | (2,346 | ) | - | |||||
| Interest expense | 494 | 1,206 | ||||||
| Loss on valuation of embedded derivative liability | 6,392 | 2,909 | ||||||
| Loss (gain) on valuation of warrant liabilities | 2,020 | 25,810 | ||||||
| Foreign exchange (gain) loss | (1,800 | ) | 1,100 | |||||
| Tax provision | 2,747 | 92 | ||||||
Net loss for the period | (5,264 | ) | (34,622 | ) | ||||
| Income (loss) per share – basic and diluted | $ | (0.02 | ) | $ | (0.13 | ) | ||
| Dividends | - | - | ||||||
| Cash flows provided by (used in): | ||||||||
| Operating activities | 9,678 | (4,401 | ) | |||||
| Investing activities | (21,779 | ) | (7,802 | ) | ||||
| Financing activities | 3,424 | 21,423 | ||||||
| Page | 3 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The following table sets forth a summary of the Company’s consolidated mine production costs for the periods presented:
| Three Months Ended | ||||||||
| 31-March-26 | 31-March-25 | |||||||
| $’000 | $’000 | |||||||
| Production costs: | ||||||||
| Allocated from (to) inventory | (326 | ) | 63 | |||||
| Mining ore costs | 5,384 | 4,178 | ||||||
| Processing costs | 2,345 | 2,197 | ||||||
| Selling costs | 4,436 | 150 | ||||||
| Total production costs | 11,839 | 6,588 | ||||||
The following table sets forth a summary of the Company’s consolidated financial position as of the dates presented:
| 31-Mar-26 | 31-Dec-25 | |||||||
| $’000 | $’000 | |||||||
| Cash | 259,853 | 268,409 | ||||||
| Total assets | 605,621 | 589,732 | ||||||
| Long-term debt | 165,332 | 162,113 | ||||||
| Shareholders’ equity | 356,854 | 357,811 | ||||||
| Other | ||||||||
| Outstanding common shares (‘000) | 282,845 | 262,776 | ||||||
| Basic and fully diluted weighted average
outstanding common shares (‘000) | 278,435 | 276,315 | ||||||
| Closing common share price | $ | 20.24 | $ | 12.07 | ||||
Analysis of Financial Information
Gross revenue for the three months ended March 31, 2026 was $25,400 ($7,908 for the three months ended March 31, 2025).
Production at the Panasqueira Mine during the three months ended March 31, 2026 decreased by 14.7% compared to the three months ended March 31, 2025.
| Page | 4 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Decreased overall production at the Panasqueira Mine was a result of a lower amount of ore mined and processed during the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. Shipment volumes from the Panasqueira Mine decreased by 15.5% overall in the three months ended March 31, 2026 when compared to the three months ended March 31, 2025. Overall revenue at the Panasqueira Mine increased by $17,451 or 221.1% for the three months ended March 31, 2026 when compared to the three months ended March 31, 2025, as a result of a significant increase in the spot price of APT. As at March 31, 2026, the Company recorded deferred revenue of $3,442 (December 31, 2025 – $3,071) relating to shipments of concentrate that occurred during March 2026 but were not received by the customers until early April 2026. As a result, this amount will be included in revenue for the three and six months ending June 30, 2026.
Mine production costs for the three months ended March 31, 2026 (including direct mining costs, milling costs and tailings costs associated with current production) were $11,839, compared to $6,588 for the three months ended March 31, 2025.
The Company carries out a quarterly assessment of its ore and in-process ore and finished goods inventory as well as its stockpiles of long-term tailings inventory to ensure that the carrying value is recorded at the lower of cost and net realizable value. Any adjustments to the carrying value of ore, in-process ore and finished goods inventory are included in cost of goods sold (mine production costs). No write-downs of finished goods inventory were recognized during the three months ended March 31, 2026 or March 31, 2025. Any adjustment to long-term tailings inventory that is recognized as an impairment amount is expensed through the statement of operations as an addition to mine production costs. Conversely, any adjustment to long-term tailings inventory that is recognized as a reversal of prior period impairment charges is recorded as a reduction in mine production costs. Reversals may occur in future periods as a result of continued increases in the expected price of an MTU of APT in future periods.
Income from mining operations during the three months ended March 31, 2026 was $13,010, compared to income from mining operations in the three months ended March 31, 2025 of $752.
General and administrative costs of $7,134 incurred during the three months ended March 31, 2026 were significantly higher than the $3,406 recorded during the three months ended March 31, 2025 as a result of additional employment salaries, legal fees and shareholder communication costs incurred. General and administrative costs include employee salaries and employment-related expenses of all non-mining/processing personnel as well as corporate overhead costs, business development and corporate development costs, listing and transfer agent fees, accounting, legal and other professional fees and travel.
A foreign exchange gain on the revaluation of interest-bearing long-term debt and non-interest-bearing trade payables denominated in US$ and in Euro, of $1,800 was recorded during the three months ended March 31, 2026 due to the appreciation of the Canadian dollar versus the United States dollar and Euro. This compared to a foreign exchange loss of $1,100 recorded for the three months ended March 31, 2025.
A loss on valuation of embedded derivative liabilities of $6,392 was recorded during the three months ended March 31, 2026 in conjunction with a convertible debenture, compared to a loss of $2,909 during the three months ended March 31, 2025 (see Note 11 of the Company’s Q1-2026 Financial Statements for further details).
| Page | 5 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
A loss on valuation of warrant liabilities of $2,020 was recorded during the three months ended March 31, 2026 compared to a loss of $25,810 during the three months ended March 31, 2025. The Company uses the Black-Scholes Option Pricing Model to measure the fair value of warrant liabilities, wherein the Company’s trading price is the main driver for calculating the resulting amount. The revaluation of this derivative non-cash liability arose from an increase in the Company’s common share price during the three months ended March 31, 2026. (See “Loss on Valuation of Warrant Liabilities” below.)
Net loss for the three months ended March 31, 2026 was ($5,264) or ($0.02) per common share. This compares to net loss of ($34,622) or ($0.13) per common share for the three months ended March 31, 2025.
Mineral Projects
Sangdong Mine
The Company is primarily engaged in the development of the Sangdong Mine. The current mine and processing plant construction at the Sangdong Mine (Phase I) began commercial mining in December 2025. The processing plant is in commissioning and ramp-up and expected to be completed in due course. Once fully operational, the targeted ore throughput capacity is expected to reach around 640,000 tonnes per year. The Company expects to increase its throughput capacity up to 1.2 million tonnes through the Phase II planned expansion. This expansion is fully permitted under existing Phase I approvals, and during the development of Phase I, some components have been built which may support a higher throughput or expansion. It is expected that, subject to positive operating results from Phase I and prevailing market conditions, Phase II could be completed in 2027, and first ore production under Phase II could commence that same year.
Tungsten Oxide Facility
The Company is also intending the development of a nano tungsten oxide downstream processing plant in South Korea, near the Sangdong Mine (the “Tungsten Oxide Facility”), to process the tungsten oxide from the Sangdong Mine and to supply the South Korean battery anode and cathode manufacturing industry, reducing the costs of such processing by avoiding the need to export tungsten oxide outside of South Korea for processing and reimporting it for sale to local customers. To date, the Company has completed a pre-basic engineering study in March 2025 with UTG Universaltechnik GmbH, forming the basis for current design and cost planning. The Tungsten Oxide Facility is to be located in Yeongwol County on a greenfield site, secured under a memorandum of understanding with the local government, as announced on July 11, 2024. The Company expects to source feedstock for the Tungsten Oxide Facility from other tungsten producers as well as its existing and future mining operations. This includes the planned Phase II expansion of the Sangdong Mine, which is currently expected to serve as the primary initial source. The Company may also evaluate the use of concentrate from the Panasqueira Mine, whether from current output or potential future expansion, as well as material from other Company-owned assets in Spain, subject to further technical and economic assessment. As of the date hereof, no final sourcing decisions have been made beyond the expected production from the contemplated Phase II expansion of the Sangdong Mine. The plant is expected to process scheelite and wolframite concentrates into high-purity WO₃, with an initial nameplate production capacity of 4,000 tonnes per year. As of the date hereof, the Tungsten Oxide Facility remains in the pre-construction stage and is not yet material to the Company’s current operations. No significant capital expenditure has been incurred to date.
| Page | 6 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Panasqueira Mine
The Company is currently mining, processing and shipping tungsten concentrate from the Panasqueira Mine. The Company is also planning an extension of the Panasqueira Mine, with the potential to extend the life of the mine and significantly increase production capacity. Key objectives of this extension include increased ore throughput and improved average head grade, while continuing to serve customers who rely on the mine’s concentrate.
Tungsten recovery rates for the period from January 1, 2025 to March 31, 2026 remained generally stable compared to the corresponding periods in fiscal 2024 and were consistent with the expected average recovery rate for the life of mine, subject to minor deviations observed over the longer term.
Mined grades for the period from January 1, 2025 to March 31, 2026 were generally consistent with the levels achieved under the revised mine plan implemented by Almonty since its acquisition of the Panasqueira Mine in January 2016. Production of by-product metals, namely copper and tin, provided additional revenue streams that supported and improved the cash flow profile of the Panasqueira mining operation.
Los Santos Mine
In February 2020, as a result of additional testing work, Almonty placed the Los Santos Mine into care and maintenance. The Company is considering reopening operations in the near future once it has finalized plans to modify the plant’s infrastructure, through an approximately €1 million capital expenditure, which is expected to result in improved recovery rates from the future processing of its tailings inventory.
Valtreixal Mine
The Company is evaluating its Valtreixal Mine, a potential open pit operation located in Western Spain in the province of Zamora. The principal potential products are tungsten and tin.
Gentung Tungsten Project
On November 17, 2025, the Company completed its acquisitions of US Tungsten, Inc., a U.S.-based privately-owned minerals explorer with the exclusive right to explore, develop and mine the Gentung Tungsten Project, and a privately held Montana corporation holding a number of assets including, but not limited to, a plant permit, water rights and tungsten mining equipment for use in the processing of tungsten from the Gentung Tungsten Project.
The Gentung Tungsten Project is among the most advanced undeveloped tungsten assets in the U.S. and is positioned for near-term production. Significant work was completed by the previous owners of the project over the years to prepare the site for production. The project is located in a historic U.S. tungsten district that once supplied the U.S. national strategic stockpile and offers existing road access and infrastructure, supporting a relatively expeditious path to initial production.
| Page | 7 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Market for Tungsten Concentrate
The tungsten market is characterized by its critical importance to various high-tech and industrial applications and is deemed a critical material by the European Union, the United States, Australia, Canada, and South Korea due to its supply risks and economic value. The global tungsten market is relatively small in volume but highly concentrated in supply, with China dominating around 80% of the market in 2025 (Source: U.S. Department of the Interior – U.S. Geological Survey, Mineral Commodity Summaries, 2026). This concentration has led to increased market tension and supply chain vulnerabilities, particularly as geopolitical tensions rise and China limits exports of tungsten. The market’s tight supply conditions and the strategic importance of tungsten in critical industries are expected to support sustained price strength over the medium to long term.
APT pricing increased significantly during fiscal 2025 and into early 2026, with mid-market prices rising from US$330 per MTU in January 2025 to US$2,975 per MTU by the end of March 31, 2026. In February 2025, China implemented export controls on certain rare metal products, including tungsten, contributing to tightening market supply conditions. Around the same time, increased military spending in the United States, Germany, France, Japan, the United Kingdom and among NATO member states has been associated with increased demand for tungsten in defense applications.
Near the end of fiscal 2025 and into the first quarter of fiscal 2026, APT prices increased significantly, with average mid-prices rising from US$862.5 per MTU in early January 2026 to approximately US$3,140 per MTU as at May 8, 2026, based on market quotations. APT prices have shown an upward trend since the fourth quarter of 2024. The upward trend continued into fiscal 2026. There can be no assurance that this pricing trend will continue in the future. See “RISK FACTORS – Financial Risks – Price of Metals” in the AIF (as defined herein).
| Page | 8 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The average of the high and low weekly quoted price for European APT according to the Metal Bulletin (“MB”) European weekly quotation for APT (from which Almonty’s concentrate prices are derived by the formulae under its supply agreements) averaged the following:

Source: Metal Bulletin, ammonium para tungstate (APT), European (US$/MTU).
Almonty prices its tungsten concentrate product (on volumes of material that are not subject to a fixed-price contract) in relation to the prior month’s average weekly quoted price for APT on the MB European weekly quotation service and the Metal Pages pricing service.
Financing
On July 15, 2025, the Company closed its initial public offering of 20,000,000 common shares in the United States at a price of US$4.50 per common share for gross proceeds of US$90 million and for net proceeds, after deducting underwriting discounts and offering expenses, of approximately US$80.3 million, which common shares commenced trading on the Nasdaq on July 14, 2025 under the ticker symbol “ALM” (the “Nasdaq IPO”).
On December 10, 2025, the Company closed an additional public offering of 20,700,000 common shares in the United States at a price of US$6.25 per common share for gross proceeds of US$129.375 million and for net proceeds, after deducting underwriting discounts and offering expenses, of approximately US$121.493 million (the “December 2025 Offering”).
The table below sets out, as at March 31, 2026, the particulars of how the Company is, and has been, using the proceeds, as well as variations, if any, from the Company’s anticipated use of proceeds, from the Company’s prior financing during the Company’s financial year ended December 31, 2025, being the Nasdaq IPO and the December 2025 Offering.
| Page | 9 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| Financing | Anticipated
Use of Proceeds |
Allocated Proceeds(1) | Actual Use of Proceeds (as at March 31, 2026) | Variation from Anticipated Use of Proceeds | Explanation and Impact | |||||
Initial public offering of common shares in the United States for gross proceeds of US$90 million (July 15, 2025)
|
(I) Development of the Tungsten Oxide Facility | US$68.3 million | US$Nil | The Company has not yet spent the proceeds of the financing. | N/A | |||||
| 1. Early-stage development activities | US$0.8 million | US$Nil | The Company has not yet spent the proceeds of the financing. | N/A | ||||||
| 2. Development and construction of the Tungsten Oxide Facility | US$67.5 million | US$Nil | The Company has not yet spent the proceeds of the financing. | N/A | ||||||
| (II) Working capital and general corporate purposes (2) | US$12.0 million | US$12.0 million | N/A | N/A | ||||||
Offering of common shares in the United States for gross proceeds of US$129.375 million (December 10, 2025) |
(I) Exploration and development work at the Gentung Tungsten Project | US$32.1 million | US$0.98 million | US$0.98 million has been spent to date. | N/A | |||||
| (II) Expansion work at the Panasqueira Mine | US$32.1 million | US$Nil | The Company has not yet spent the proceeds of the financing. | N/A | ||||||
| (III) Exploration work at the Sangdong Molybdenum Project | US$32.1 million | US$0.42 million | US$0.42 million has been spent to date. | N/A | ||||||
| (IV) Working capital and general corporate purposes(2) | US$25.2 million | US$5.0 million | US$5.0 million has been spent to date. | N/A |
(1) Represents allocated net proceeds of the financing, after deducting underwriting discounts and offering expenses. Allocations represent the Company’s intentions with respect to its anticipated use of proceeds based on current knowledge, planning and expectations of management of the Company. Actual use of proceeds may differ from the anticipated and/or allocated uses thereof as set forth herein. There may be circumstances where, for sound business reasons, a reallocation of the anticipated and/or allocated use of proceeds may be deemed prudent or necessary. The actual amount that the Company allocates in connection with each of the anticipated uses of proceeds may vary significantly from the amounts specified herein and will depend on a number of factors, including those listed under the heading “RISK FACTORS” in the AIF and under the heading :Risks and Uncertainties” in this MD&A.
(2) Funds included in general corporate purposes may be allocated to corporate expenses, business development, potential future acquisitions, and to other purposes.
| Page | 10 |
Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
5. Summary of Quarterly Results
1st Quarter (2026) | 4th Quarter (2025) | 3rd Quarter (2025) | 2nd Quarter (2025) | |||||||||||||
| Period Ended | March
31, 2026 | December
31, 2025 | September
30, 2025 | June
30, 2025 | ||||||||||||
| Total Revenue | 25,400 | 8,719 | 8,695 | 7,192 | ||||||||||||
| Net income (loss) | (5,264 | ) | (102,273 | ) | 33,191 | (58,209 | ) | |||||||||
| Basic gain (loss) per common share | ($ | 0.02 | ) | ($ | 0.50 | ) | $ | 0.15 | ($ | 0.30 | ) | |||||
| Diluted gain (loss) per common share | ($ | 0.02 | ) | ($ | 0.50 | ) | $ | 0.13 | ($ | 0.30 | ) | |||||
| Total assets | 605,621 | 589,732 | 433,138 | 315,597 | ||||||||||||
| Total long-term debt | 165,332 | 162,113 | 197,263 | 192,690 | ||||||||||||
| Dividends | - | - | - | - | ||||||||||||
1st Quarter (2025) (“Q1-2025”) | 4th Quarter (2024) (“Q4-2024”) | 3rd Quarter (2024) (“Q3-2024”) | 2nd Quarter (2024) (“Q2-2024”) | |||||||||||||
| Period Ended | March 31, 2025 | December 31, 2024 | September 30, 2024 | June 30, 2024 | ||||||||||||
| Total Revenue | 7,908 | 6,280 | 6,794 | 7,938 | ||||||||||||
| Net income (loss) | (34,622 | ) | (5,404 | ) | (5,319 | ) | (1,793 | ) | ||||||||
| Basic loss per common share | ($ | 0.13 | ) | ($ | 0.02 | ) | ($ | 0.02 | ) | ($ | 0.01 | ) | ||||
| Diluted loss per common share | ($ | 0.13 | ) | ($ | 0.02 | ) | ($ | 0.02 | ) | ($ | 0.01 | ) | ||||
| Total assets | 279,041 | 256,349 | 255,280 | 231,163 | ||||||||||||
| Total long-term debt | 171,612 | 156,901 | 149,748 | 132,779 | ||||||||||||
| Dividends | - | - | - | - | ||||||||||||
During the quarters discussed below, the Company received planned drawdowns on its US$75,100 project loan facility (the “KfW Facility”) from KfW IPEX-Bank GmbH (“KfW”), the funds from which were used for the development of the Sangdong Mine.
Revenues recorded in Q1-2026 were $25,400 compared to $8,719 in Q4-2025. The Company sold 43.5% more MTUs of WO3 in Q1-2026 compared to Q4-2025 as a result of the fact that certain December 2025 shipments were not received by our customers until January 2026. As a result, $3,071 was included in deferred revenue as at December 31, 2025 and was included in Q1 2026 revenue. However, a March 2026 shipment was not received by a customer as at March 31, 2026 and, accordingly, $3,442 was included in deferred revenue as at March 31, 2026. The Company also recorded a non-cash loss on revaluation of warrant liabilities totalling $2,020, as well as a non-cash loss on the revaluation of derivative liabilities totalling $6,392.
Revenues recorded in Q4-2025 were $8,719 compared to $8,695 in Q3-2025. The Company sold 26.6% fewer MTUs of WO3 in Q4-2025 compared to Q3-2025 as a result of the fact that certain December 2025 shipments were not received by our customers until January 2026. As a result, $3,071 was included in deferred revenue as at December 31, 2025 (2024 – $74) and will be included in Q1 2026 revenue. The Company also recorded a gain on revaluation of warrant liabilities totalling $44, as well as a non-cash loss on the revaluation of derivative liabilities totalling $87,269.
Revenues recorded in Q3-2025 were $8,695 compared to $7,192 in Q2-2025. The Company sold 9.6% fewer MTUs of WO3 in Q3-2025 compared to Q2-2025. During Q3-2025, the Company also recorded a gain on revaluation of warrant liabilities totalling $34,513, as well as a non-cash loss on the revaluation of derivative liabilities totalling $288.
Revenues in Q2-2025 were $7,192 compared to $7,908 in Q1-2025. The Company sold 10.5% fewer MTUs of WO3 in Q2-2025 compared to Q1-2025. The production costs increased primarily due to the fact that fewer underground faces were worked on, yielding lower-grade material, as a result of temporarily diverting resources to Level 4 during the quarter. During Q2-2025, the Company also recorded a non-cash loss on revaluation of warrant liabilities totalling $38,084 as well as a non-cash loss on the revaluation of derivative liabilities totalling $6,942.
| Page | 11 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Revenues in Q1-2025 were $7,908 compared to $6,280 in Q4-2024. The Company sold 24.7% more MTUs of WO3 and produced 15.1% more MTUs of WO3 in Q1-2025 compared to Q4-2024. During Q1-2025, the Company also recorded a non-cash loss on revaluation of warrant liabilities totalling $25,810 as well as a non-cash loss on the revaluation of derivative liabilities totalling $2,909.
Revenues in Q4-2024 were $6,280 compared to $6,794 in Q3-2024. The Company sold 1.0% more MTUs of WO3 at a higher average selling price per MTU and produced 7.3% more MTUs of WO3 in Q4-2024 compared to Q3-2024.
Revenues in Q3-2024 were $6,794 compared to $7,938 in Q2-2024. The Company sold 27.2% fewer MTUs of WO3 and produced 21.4% fewer MTUs of WO3 in Q3-2024 compared to Q2-2024. During Q3-2024, the Company also recorded non-cash losses totalling $1,044 on revaluation of warrant liabilities and derivative liabilities totalling as well as recording $1,464 for share-based compensation expense on granting of stock options.
Revenues in Q2-2024 were $7,938 compared to $7,824 in Q1-2024. The Company sold 20.7% fewer MTUs of WO3 and produced 1.3% more MTUs of WO3 in Q2-2024 compared to Q1-2024.
6. Outstanding Share Data
Common Shares
The Company’s authorized share capital consists of an unlimited number of common shares. The common shares do not have a par value. As of the date of this MD&A, there were 283,741,849 common shares outstanding (including CDIs), 6,741,314 stock options outstanding, with each option entitling the holder thereof to acquire one common share of Almonty at a weighted average price of $2.00 per common share, and 411,407 warrants (which include CDI options) enabling the holders to acquire one common share (or CDI, as applicable) at a price of $1.71 (or at A$1.875 in the case of CDI options) expiring between January 2028 and February 2028.
As at March 31, 2026, the Company had common shares outstanding as follows:
| Number of Shares | Amount | |||||||
| Authorized – Unlimited number of common shares | ||||||||
| Issued and outstanding | ||||||||
| Outstanding at December 31, 2024 | 176,947,216 | $ | 146,516 | |||||
| Shares issued for cash, net of issuance costs | 49,606,881 | 285,426 | ||||||
| Shares issued for exercise of stock options | 8,054,911 | 6,599 | ||||||
| Shares issued for exercise of CDI options | 13,931,501 | 54,325 | ||||||
| Shares issued for exercise of warrants | 6,321,538 | 10,037 | ||||||
| Shares issued for settlement of RSUs | 786,089 | 2,837 | ||||||
| Shares issued for settlement of debt | 66,667 | 90 | ||||||
| Shares issued for conversion of debt | 5,714,120 | 49,749 | ||||||
| Shares issued on acquisition of 100% of US Tungsten, Inc. | 1,347,305 | 12,463 | ||||||
| Outstanding at December 31, 2025 | 262,776,228 | $ | 568,042 | |||||
| Shares issued for exercise of stock options | 376,502 | 576 | ||||||
| Shares issued for exercise of CDI options | 1,255,182 | 4,987 | ||||||
| Shares issued for exercise of warrants | 2,721,042 | 3,375 | ||||||
| Shares issued for settlement of RSUs | 668,871 | 2,217 | ||||||
| Shares issued for conversion of debt | 15,047,619 | 59,377 | ||||||
| Outstanding at March 31, 2026 | 282,845,444 | $ | 638,574 | |||||
| Page | 12 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Stock Options
The Company’s omnibus equity incentive plan (the “Omnibus Plan”) was approved by the Company’s shareholders at the Company’s Annual and Special Meeting of Shareholders held on April 30, 2025, pursuant to which the Company may grant its directors, officers, employees and consultants stock options to acquire common shares, subject to a 10% insider participation limit and the maximum number of common shares reserved for issuance under the Omnibus Plan.
As of the date of this MD&A, there are 6,741,314 stock options outstanding, all of which were granted under the Omnibus Plan or the Company’s third amended and restated incentive stock option plan (which was superseded and replaced by the Omnibus Plan). The Company’s stock options do not include CDI options.
As at March 31, 2026, the Company had outstanding stock options, all of which are exercisable, as follows:
Number of Stock Options | ||||
| Options outstanding at December 31, 2024 | 14,520,001 | |||
| Options granted | 2,564,663 | |||
| Options exercised | (8,054,911 | ) | ||
| Options forfeited upon cashless exercise | (1,831,775 | ) | ||
| Options expired | (66,666 | ) | ||
| Options outstanding at December 31, 2025 | 7,131,312 | |||
| Options exercised | (376,502 | ) | ||
| Options forfeited upon cashless exercise | (13,496 | ) | ||
| Options outstanding at March 31, 2026 | 6,741,314 | |||
The following table discloses the average exercise price, number of options and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding | Number Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||||
| $ 0.50 - $ 1.85 | 4,516,649 | 4,516,649 | 2.47 | $ | 1.00 | |||||||||||||
| $ 2.43 - $ 3.86 | 2,024,665 | 1,887,094 | 4.04 | $ | 3.56 | |||||||||||||
| $ | 8.93 | 200,000 | 200,000 | 4.66 | $ | 8.93 | ||||||||||||
| Total Options | 6,741,314 | 6,603,743 | 3.01 | $ | 2.00 | |||||||||||||
| Page | 13 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Warrants and CDI options
For the year ended December 31, 2025 and the three months ended March 31, 2026, the outstanding warrants and CDI options, all of which are exercisable, are summarized as follows:
| Number of CDI Options | Number of Warrants | Total Number Outstanding | ||||||||||
| Total outstanding at December 31, 2024 | 8,075,571 | 9,751,706 | 17,827,277 | |||||||||
| CDI Options and Warrants issued | 7,222,222 | 1,684,666 | 8,906,888 | |||||||||
| CDI Options and Warrants exercised | (13,931,501 | ) | (6,321,538 | ) | (20,253,039 | ) | ||||||
| Warrants expired | - | (1,197,090 | ) | (1,197,090 | ) | |||||||
| Total outstanding at December 31, 2025 | 1,366,292 | 3,917,744 | 5,284,036 | |||||||||
| CDI Options and Warrants exercised | (1,255,182 | ) | (2,721,042 | ) | (3,976,224 | ) | ||||||
| Total outstanding at March 31, 2026 | 111,110 | 1,196,702 | 1,307,812 | |||||||||
The following table discloses the average exercise price, number of CDI options and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding and Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||
| $ 1.68 (AUD $1.88) | 111,110 | 1.86 | $ | 1.68 | ||||||||
| Total CDI Options | 111,110 | 1.86 | $ | 1.68 | ||||||||
The following table discloses the average exercise price, number of warrants and contractual life as at March 31, 2026:
Range of Exercise Prices | Number Outstanding and Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||
| $ 0.90 - $ 0.94 | 740,740 | 0.58 | $ | 0.94 | ||||||||
| $ 1.11 - $ 1.13 | 118,629 | 0.05 | $ | 1.11 | ||||||||
| $ 1.71 - $ 1.80 | 337,333 | 1.84 | $ | 1.71 | ||||||||
| Total Warrants | 1,196,702 | 0.88 | $ | 1.17 | ||||||||
Loss on Valuation of Warrant Liabilities
Under International Financial Reporting Standards (“IFRS”), certain warrants are treated as a derivative liability because these were denominated in currencies other than the Company’s functional currency of Canadian dollars and, accordingly, the Company was not able to demonstrate that it met the “fixed for fixed” criterion per IAS 32, Financial Instruments: Presentation (“IAS 32”). As a result, at the balance sheet date, these warrants issued as part of a unit private placement must be recorded at their fair value.
| Page | 14 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
On September 29, 2025, the Company obtained shareholder approval for the amendment to the exercise prices of various CDI options from AUD to CAD, with the effective date being January 2, 2025. No changes were made to the number of instruments, expiry dates, or other terms. As a result of the amendment, the “fixed for fixed” criteria per IAS 32 would be met, therefore certain CDI options were fair valued using the value of the equity instrument at January 2, 2025 as required by IFRS Interpretations Committee Interpretation 19, Extinguishing Financial Liabilities with Equity Instruments and transferred to equity.
The Company uses the Black-Scholes Option Pricing Model to measure the fair value of warrant liabilities, wherein the Company’s trading price is the main driver for calculating the resulting amount. The revaluation of this derivative liability arising from an increase in share price from $12.07 per common share at December 31, 2025, to $20.24 per common share at March 31, 2026, has resulted in the recognition of loss of $2,020 (2025 – $25,810) in the statement of operations and comprehensive loss for the three months ended March 31, 2026.
Changes in the balance of the warrant liabilities for the year ended December 31, 2025 and the three months ended March 31, 2026 are summarized as follows:
| Three
Months Ended March 31, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 1,938 | $ | 5,154 | ||||
| CDI options issued | - | 2,500 | ||||||
| CDI options exercised | (1,888 | ) | (31,251 | ) | ||||
| CDI options reclassified to equity | - | (3,802 | ) | |||||
| Fair value revaluation on exercise of CDI options | 1,125 | 8,336 | ||||||
| Fair value revaluation on amendment of exercise price | - | (36,828 | ) | |||||
| Fair value revaluation on CDI options at end of year | 895 | 57,829 | ||||||
| Balance, end of period | $ | 2,070 | $ | 1,938 | ||||
The fair value of the warrants outstanding was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| March 31, 2026 | December 31, 2025 | |||||||
| Stock price | $ | 20.24 | $ | 12.07 | ||||
| Exercise price | $ | 1.80 | $ | 1.72 | ||||
| Expected life | 2.05 yrs | 2.07 yrs | ||||||
| Risk-free interest rate | 2.82 | % | 2.58 | % | ||||
| Expected volatility | 93.63 | % | 89.07 | % | ||||
| Expected dividends | nil | nil | ||||||
Restricted Share Units
RSUs granted to employees under the Company’s restricted share unit plan (the “RSU Plan”, which was superseded and replaced by the Omnibus Plan) or Omnibus Plan vest in accordance with the conditions determined at the time of grant.
| Page | 15 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Between December 31, 2024 and March 31, 2026, the Company had RSUs outstanding as follows:
| Number of RSUs | ||||
| RSUs outstanding at December 31, 2024 | 2,566,667 | |||
| RSUs granted | 1,497,195 | |||
| RSUs settled | (786,089 | ) | ||
| RSUs outstanding at December 31, 2025 | 3,277,773 | |||
| RSUs granted | 255,684 | |||
| RSUs settled | (668,871 | ) | ||
| RSUs outstanding at March 31, 2026 | 2,864,586 | |||
During the three months ended March 31, 2026, the Company granted 255,684 RSUs to directors and officers of the Company pursuant to the RSU Plan. The value of the RSUs granted was based on the value of the underlying shares at the date of issuance. The grant resulted in the recording of share-based compensation of $3,585 during the three months ended March 31, 2026.
Convertible Debentures
Changes in the balances of the convertible debentures for the year ended December 31, 2025 and for the three months ended March 31, 2026 are summarized as follows:
| Three
Months Ended March 31, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 9,303 | $ | 27,872 | ||||
| Debentures converted for shares | - | (19,456 | ) | |||||
| Debentures revalued, derivative liability component | - | (623 | ) | |||||
| Interest accrued | 19 | 720 | ||||||
| Translation adjustment | 22 | 790 | ||||||
| Balance, end of period | $ | 9,344 | $ | 9,303 | ||||
7. Liquidity and Capital Resources
As at March 31, 2026, the Company held cash and receivables of $270,157 (compared to $271,494 as at December 31, 2025) (of which $2,312 ($2,461 as at December 31, 2025) represented cash for use for the development of the Sangdong Mine). Based on the Company’s currently available non-contingent financial resources and its expected rate of cash burn, the Company expects to be able to continue operations for a minimum of 15 months.
| Page | 16 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Capital Resources
Loan and Credit Facility
KfW Bank Loan
In conjunction with the closing of the KfW Facility in July 2022, and the additional US$20 million loan availability, the Company received the first drawdown of US$12.80 million and a second drawdown of US$4.10 million in August 2022, with a third drawdown of US$9.80 million received during November 2022, a fourth drawdown of US$5.60 million received during April 2023, a fifth drawdown of US$9.80 million received during August 2023, a sixth drawdown of US$13.68 million received in November 2023, a seventh drawdown of US$5.01 million received in July 2024, an eighth drawdown of US$5.63 million received in July 2024, a ninth drawdown of US$0.91 million received in January 2025, a tenth drawdown of US$5.00 million received in February 2025, an eleventh drawdown of US$8.87 million received in April 2025, and a final drawdown of US$6.13 million received in June 2025.
Equity, Options and Other Financings
Issuance of Common Shares
During the year ended December 31, 2025, the Company closed the Nasdaq IPO on July 15, 2025. The net proceeds from this offering, after deducting underwriting discounts and offering expenses, were approximately US$80,300. In addition, during December 2025, the Company closed an additional financing for net proceeds of approximately US$121,493.
Warrants and CDI Options
During the three months ended March 31, 2026, the Company issued 3,976,224 common shares in conjunction with exercise of warrants and CDI options for proceeds totalling $4,976.
Subsequent to March 31, 2026, the Company issued 896,405 common shares in conjunction with the exercise of warrants and CDI options for proceeds totalling $926.
Stock Options
During the three months ended March 31, 2026, the Company issued 376,502 common shares in conjunction with the exercise of stock options, mainly on a cashless basis, for proceeds totalling $276.
Subsequent to March 31, 2026, the Company issued 125,418 common shares in conjunction with the exercise of stock options on a cashless basis.
Long-Term Debt
The Company had $165,332 in long-term debt as at March 31, 2026 ($162,113 as at December 31, 2025), of which $56,878 is the current portion ($27,267 as at December 31, 2025), comprised of individual facilities with Spanish-domiciled banks, one facility with an Austrian bank, promissory notes owed to a shareholder, convertible loans owed to a shareholder and drawdowns on the KfW Facility as at March 31, 2026. (See Note 11 of the Company’s Q1-2026 Financial Statements for additional details regarding each component of long-term debt.)
| Page | 17 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Sources of Financing:
On July 15, 2025, the Company received gross proceeds of US$90,000 in conjunction with the completion of the Nasdaq IPO.
During December 2025, the Company received gross proceeds of US$129,375 in conjunction with the completion of an additional equity raise in the U.S.
The Company expects to use the net proceeds of the offerings primarily to fund the development of the Tungsten Oxide Facility, as well as to fund the development of the Sangdong Molybdenum Project, the Gentung Tungsten Project and the Panasqueira Mine Level 4 development and for working capital and other general corporate purposes.
Summary of Long-Term Debt
| March 31, 2026 | December 31, 2025 | |||||||
| Term loans – Euro | $ | 25,505 | $ | 25,707 | ||||
| Promissory notes – U.S. dollar | 8,364 | 8,224 | ||||||
| Promissory note | 250 | 250 | ||||||
| Convertible debentures | 9,344 | 9,303 | ||||||
| Lease liabilities | 452 | 489 | ||||||
| Mine construction loan facility | 133,511 | 130,656 | ||||||
| 177,426 | 174,629 | |||||||
| Deferred financing costs | (12,094 | ) | (12,516 | ) | ||||
| 165,332 | 162,113 | |||||||
| Less: current portion | (56,878 | ) | (27,267 | ) | ||||
| $ | 108,454 | $ | 134,846 | |||||
Summary of Contractual Obligations
| Contractual Obligations | Less than 1 year | 1-2 years | 3-4 years | Total | ||||||||||||
| Debt | 56,779 | 40,677 | 79,566 | 177,022 | ||||||||||||
| Capital Lease Obligations | 149 | 268 | 36 | 453 | ||||||||||||
| Total Contractual obligations | 56,928 | 40,945 | 79,602 | 177,475 | ||||||||||||
8. Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements as at the date of this MD&A.
| Page | 18 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
9. Related Party Transactions
For the three months ended March 31, 2026, the Company paid or accrued compensation to key management personnel, which includes the Company’s chief executive officer (“CEO”), interim chief financial officer (“CFO”) and members of the Board of Directors, totalling $2,530 (2025 – $357).
The Company has long-term debt owing to Deutsche Rohstoff AG (“DRAG”), a company that is an existing shareholder of Almonty, and whose former chief executive officer is a member of the Board of Directors. In addition to the transactions disclosed in Notes 11(b) and 11(c) of the Q1-2026 Financial Statements, interest of $249 was accrued on the DRAG loans during the three months ended March 31, 2026 ($215 for the three months ended March 31, 2025). As at December 31, 2025, there is $6,731 ($6,482 as at December 31, 2025) of unpaid interest on these loans included in accounts payable and accrued liabilities.
10. Proposed Material Transactions
The Company has not entered into any undisclosed material proposed transactions as at the date of this MD&A.
11. Critical Accounting Estimates
The preparation of Almonty’s consolidated financial statements in conformity with IFRS requires management to make judgments, estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Estimates and assumptions are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. However, actual outcomes can differ from these estimates. In particular, information about significant areas of estimation uncertainty considered by management in preparing the consolidated financial statements is described in more detail in Note 2 and Note 11 of the Company’s Q1-2026 Financial Statements.
New and Pending Accounting Standards
Other accounting standards or amendments to existing accounting standards that have been issued but have future effective dates have now been assessed by the Company and are not expected to have any impact on the Company’s consolidated financial statements. The Company has not early adopted these standards.
12. Changes in Accounting Policies
There have been no changes in the Company’s accounting policies during the three months ended March 31, 2026.
13. Financial Instruments and Risk Management
The Company’s principal financial instruments comprise cash deposits and long-term debt.
The main purpose of these instruments is to provide cash flow funding for the operations of Almonty and its subsidiaries.
The main risks arising from the Company’s financial instruments are interest rate risk, foreign currency risk, credit risk and liquidity risk, which are described in Section 15 of this MD&A.
| Page | 19 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
14. Disclosure Controls and Procedures and Internal Control of Financial Reporting
Disclosure Controls and Procedures
The Company’s CEO and CFO are responsible for establishing and maintaining the Company’s disclosure controls and procedures (“DC&P”) as well as its internal control over financial reporting (“ICFR”), as those terms are defined in NI 52-109.
The CEO and the CFO have designed DC&P, or caused them to be designed under their supervision, to provide reasonable assurance that:
| ● | material information relating to the Company is made known to them by others, particularly during the period in which the interim filings are being prepared; and | |
| ● | information required to be disclosed by the Company in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation. |
As of March 31, 2026, the Company’s management, including the CEO and CFO, evaluated the effectiveness of the Company’s disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the U.S. Securities Exchange Act of 1934, as amended, and National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of March 31, 2026, due to the continuing impact of previously identified material weakness in ICFR, as described below under Internal Control over Financial Reporting.
A material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will occur and not be detected by management before the financial statements are published. Controls can potentially be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Internal Control over Financial Reporting
The CEO and CFO have also designed ICFR, or caused it to be designed under their supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with IFRS.
| Page | 20 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
As of March 31, 2026, management, including the CEO and CFO, also evaluated the effectiveness of the Company’s ICFR based upon the Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
In its assessment of the effectiveness in ICFR as of March 31, 2026, the Company determined it had ineffective design and implementation of internal controls over the financial statement close and related disclosure processes, including segregation of duties within transaction processing and control over system data integrity. The cumulative impact of such deficiencies increases the reliance on management review procedures which may not be designed at a level of precision to detect material misstatements regarding assertions about the completeness, existence, and accuracy of the financial information.
Remediation Plan
During fiscal 2025 and the three months ended March 31, 2026, the Company continued to implement measures to strengthen its internal control environment, including increased segregation of duties within the financial reporting and close process. These measures also included the ongoing expansion of the Company’s internal accounting and financial reporting team, and the engagement of an external firm to assist management with ongoing assessments of the design and operating effectiveness of ICFR. This assessment remains in progress as of the date of this MD&A. Management expects the assessment to be substantially completed in the second quarter of 2026 with any existing material weaknesses subsequently addressed by management to further strengthen the Company’s ICFR.
While these initiatives represent meaningful progress toward remediation of control weaknesses, management has determined that additional work remains to be completed during 2026, including increased scope of ICFR effectiveness testing to fully document and assess the impact of ongoing control remediation with respect to segregation of duties and information technology general controls.
In light of the aforementioned material weakness, management, with the assistance of an external firm, continues to assess ICFR effectiveness and work to address material weaknesses and deficiencies as necessary. While remediation efforts are ongoing, management continues to monitor and enhance internal processes and controls designed to ensure the reliability of the Company’s financial reporting. Accordingly, management has conducted a thorough review of all significant or non-routine adjustments for the three months ended March 31, 2026. As a result of this review, management believes that there were no material inaccuracies or omissions of material fact and, to the best of its knowledge, believes that the consolidated financial statements for the three months ended March 31, 2026 fairly present in all material respects the financial condition and results of operations for the Company in conformity with International Financial Reporting Standards.
Other than the measures noted above, there have been no changes in the Company’s ICFR that occurred during the three months ended March 31, 2026, that have materially affected, or are reasonably likely to materially affect, the Company’s ICFR.
Please also refer to the section entitled “RISK FACTORS – Financial Risks – Weaknesses in Disclosure Control and Procedures and Financial Disclosure” in the Company’s Annual Information Form dated March 18, 2026 for the year ended December 31, 2025 (the “AIF”) for a discussion of the limitations of DC&P and ICFR and efforts by management to improve DC&P and ICFR (including with respect to the material weakness in ICFR for past financial years) and the section of this MD&A entitled “Emerging Market Issuer Disclosure” for a discussion of how the Company’s operations in South Korea impacted the design of ICFR.
| Page | 21 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
15. Risks and Uncertainties
The Company operates in the mining industry, which presents a variety of risks and uncertainties, many of which could materially and adversely affect the Company’s business, financial condition and results of operations and could cause actual events to differ materially from those described in the Company’s forward-looking statements. While some exposures may be reduced by the Company’s risk management strategies, many risks are driven by external factors beyond the Company’s control or are of a nature which cannot be eliminated.
A discussion and description of certain risks and uncertainties related to the Company and its activities is set out below and in the section entitled “RISK FACTORS” in the Company’s AIF, which is available on the Company’s website at www.almonty.com and on SEDAR+ at www.sedarplus.ca under the Company’s profile. The section entitled “RISK FACTORS” in the AIF is incorporated by reference into this MD&A.
The Company’s view of risks and uncertainties that could affect the Company is not static. Readers are cautioned that there can be no assurance that all risks and uncertainties with respect to the Company, at any point in time, can be accurately identified, assessed as to significance or impact, managed or effectively controlled, or mitigated. There can be additional new or elevated risks or uncertainties with respect to the Company that are not described herein or in the AIF.
Dependence on Key Personnel and Employees
Recruiting and retaining appropriately qualified personnel is critical to the Company’s success. The number of persons skilled in the construction, operation, development and exploration of mining properties is limited and competition for such persons is intense. The Company competes with mining and other companies on a global basis to attract and retain employees at all levels with appropriate technical skills and operating experience necessary to operate its mines. Additionally, as the Company becomes a larger company and given that it is publicly listed in the U.S., the Company may be required to recruit additional personnel to assist the Company in complying with new reporting requirements, listing standards and other applicable rules and regulations. The Company may not be able to fill new positions or vacancies created by expansion or turnover or attract and retain qualified personnel. Relationships between the Company and its employees may be affected by changes in the scheme of employee relations that may be introduced by relevant government authorities in the jurisdictions that the Company operates. Changes in applicable legislation or in the relationship between the Company and its employees or contractors may have a material adverse effect on the Company’s business, results of operations and financial condition.
The Company’s ability to manage its operating, development, exploration and financing activities depends in large part on the efforts of certain key employees and members of the Company’s senior management team. The loss of the services of any of these individuals could have a material adverse effect on the Company. In particular, the Company is highly dependent on the services of Lewis Black, the Company’s chairman, president and CEO.
| Page | 22 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The Company believes that it has been successful in recruiting the necessary personnel to meet its current corporate objectives, including the recently announced appointment of Jorge Beristain, CFA, as the Company’s Chief Financial Officer effective June 1, 2026. However, as the Company’s business activity grows, it will require additional key financial, operational, technical, mining and management personnel, as well as additional staff on the operations side. There can be no assurance that the Company will be able to continue to attract and retain such personnel.
Laws and Regulations
The Company’s mining and mineral processing operations, exploration activities and properties are subject to the laws and regulations of federal, provincial, territorial, state and local governments in the jurisdictions in which the Company operates and the receipt of, and compliance with, applicable permits. These laws, regulations and permits are extensive and govern prospecting, exploration, development, production, exports, taxes, labour standards, occupational health and safety, waste disposal and tailings management, toxic substances, environmental protection, mine safety, reporting of payments to governments and other matters. Compliance with such laws, regulations and permits can be extremely time-consuming, and may increase the costs of planning, designing, drilling, developing, constructing, operating, managing, closing, reclaiming and rehabilitating mines and other facilities.
Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may be liable for civil or criminal fines or penalties imposed for violations of applicable laws or regulations. The Company cannot give any assurances that its current or future mining operations will not result in governmental or regulatory actions or investigations, litigation or other proceedings which could result in material fines or penalties or require or otherwise result in the Company taking actions that have a material adverse effect on its business, financial condition or results of operations.
Amendments to current laws, regulations and permitting requirements, or more stringent application of existing laws, could have a material adverse effect on Almonty and cause increases in capital expenditures or production costs or reductions in levels of production at producing properties or require abandonment or delays in development of properties.
In addition, current laws and regulations are subject to change from time to time. Any change in laws and government regulations or the implementation of new regulations or the modification of existing regulations affecting tungsten and the mining industry more generally could require significant expenditures, cause a reduction in the levels of production, or reduce demand for tungsten and other minerals and increase Almonty’s costs, any of which may have a material adverse effect on Almonty’s business, financial condition and results of operations. Changes in these regulations or in their application are beyond the control of Almonty and could adversely affect its operations, business and results of operations.
Reputational Risk
Damage to the Company’s reputation can be the result of its actual or perceived actions or inactions and a variety of events and circumstances, and could result in negative publicity, whether or not true. Occurrences that may have an adverse effect on the Company’s reputation include the Company’s handling of matters relating to the environment (including tailings and tailings failures), employee relations, mine safety and security, dealings with local community organizations or individuals, or any governmental or regulatory actions or investigations, litigation or other proceedings.
| Page | 23 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The Company may not be able to resolve such matters before they become public knowledge or become the subject of legal or regulatory proceedings. The growing use of social media to generate, publish and discuss community news and issues and to connect with others has, among other things, made it significantly easier for individuals and groups to share their opinions of the Company and its activities, whether true or not. The Company does not have direct control over how it is perceived by others. In the future, certain matters may affect the Company’s reputation in the view of its stakeholders. Such matters, once publicized, may negatively affect the Company’s reputation. Any damage to the Company’s reputation could result in, among other things, a decrease in the trading price of the common shares, decreased investor confidence, challenges in maintaining positive relationships with the communities in which it operates and other important stakeholders, and increased risks in obtaining permits, financing or social license for the Company’s operations, any of which could have a material adverse effect on the Company’s earnings, cash flows, financial condition or results of operations.
Public Allegations, Regulatory Investigations or Litigation
The Company has conducted and currently conducts exploration and mining operations in a number of jurisdictions and, as a result of such activities and operations or future activities and operations, may become subject to governmental or regulatory actions or investigations, litigation, or other proceedings in or regarding those jurisdictions, including jurisdictions in which the Company is not currently active. A serious allegation, formal investigation by governmental or regulatory authorities or other legal claim or proceeding (in each case, regardless of the ultimate decision) could have a material adverse impact on the Company, its reputation and its share price.
All industries, including the mining industry, are subject to legal claims, with and without merit. The Company has in the past and may in the future be involved in various legal proceedings. The causes of potential future governmental or regulatory actions or investigations, litigation or other proceedings cannot be known and may arise from, among other things, business activities, environmental laws, volatility in stock price or failure or alleged failure to comply with disclosure obligations. The Company may be required to defend against any such actions, investigations, litigation or other proceedings or claims that are asserted against it, or may deem it necessary or advisable to initiate legal proceedings to protect its rights. The expense and distraction of any such actions, investigations or claims, even with respect to claims that have no merit and whether or not resolved in the Company’s favour, could materially and adversely affect its business, operating results, and financial condition. There may also be considerable cost and disruption in responding to actions, investigations, litigation or other proceedings or claims and taking any remedial action. Further, if an action, investigation or claims were resolved against the Company or if it were to settle any such matter, the Company may be required to pay damages and costs or refrain from certain activities, any of which could have a material adverse impact on the Company’s business, operating results, and financial condition.
The results of actions, investigations or claims cannot be predicted with certainty. While the Company is not aware of any possible actions, investigations, litigation or other proceedings or claims that could reasonably be expected to have a material adverse effect on its financial position, future cash flow or results of operations, if any such actions, investigations, litigation or other proceedings or claims arise and cannot be favourably resolved by the Company, or if there is significant reputational damage as a result of any real or frivolous actions, investigations or claims, the Company may face increased costs or liabilities to third parties, impairment of assets, lost revenues and the Company’s activities and operations, financial condition, results of operations, future prospects and share price may be adversely affected.
| Page | 24 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Management of Growth
We have experienced rapid growth in the scale, scope and complexity of our business and expect to experience further rapid growth in the future. This growth has placed, and may continue to place, significant demands on our management, our operational and financial infrastructure, and our internal systems and controls. We have made, and intend to continue to make, substantial investments in our operational, financial and management infrastructure and internal systems and controls. Our ability to manage our growth effectively and to integrate new technologies, personnel and strategic acquisitions and priorities into our existing business will require us to continue to expand our operational, financial and management infrastructure and internal systems and controls and to retain, attract, train, motivate, and manage key employees and other personnel. Continued growth could strain our ability to develop and improve our operational, financial, and management infrastructure and our internal systems and controls, enhance our reporting systems and procedures, and recruit, train and retain highly skilled and other necessary personnel. Failure to adequately manage our growth in any of these ways may cause damage to the Company’s reputation and have a material adverse effect on its business, operations and prospects.
Costs and Compliance Risks as a Result of Being a Public Company
Legal, accounting and other expenses associated with public company reporting requirements have increased significantly in the past few years. Almonty anticipates that general and administrative costs associated with regulatory compliance will continue to increase with recently adopted or amended corporate governance requirements and the Company becoming publicly listed in the U.S. The additional demands associated with being a public company may also disrupt regular operations of the Company’s business by diverting the attention of some of its senior management team away from revenue-producing activities to management and administrative oversight, adversely affecting the Company’s ability to attract and complete business opportunities and increasing the difficulty in both retaining professionals and managing and growing the Company’s businesses. In addition, failure to comply with any laws or regulations applicable to the Company as a public company may result in legal proceedings, governmental or regulatory actions or investigations, or other proceedings or claims and may cause reputational damage. Any of these occurrences could harm the Company’s business, financial condition and results of operations.
As a public company, particularly after the Company is no longer an “emerging growth company” as defined under the JOBS Act, the Company will incur significant legal, accounting and other expenses that the Company did not incur prior to being listed in the United States. In addition, the Sarbanes-Oxley Act, and rules implemented by the Securities and Exchange Commission and the Nasdaq, impose various other requirements on public companies, and the Company will need to spend time and resources to ensure compliance with reporting obligations under Canadian securities laws, Australian securities laws, as well as obligations in the U.S.
| Page | 25 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
16. Restoration Provision
Included in other long-term liabilities are provisions for the future restoration of the Company’s mining properties, in accordance with local requirements, as follows:
| Balance at December 31, 2024 | $ | 24,291 | ||
| Revisions in estimated cash flows and changes in assumptions | (3,884 | ) | ||
| Acquisitions | 250 | |||
| Accretion expense | 402 | |||
| Translation adjustment | 1,595 | |||
| Balance, at December 31, 2025 | $ | 22,654 | ||
| Revisions in estimated cash flows and changes in assumptions | (7 | ) | ||
| Accretion expense | 155 | |||
| Translation adjustment | (137 | ) | ||
| Balance, at March 31, 2026 | $ | 22,679 |
As at March 31, 2026, there is a restoration provision of $18,162 (December 31, 2025 – $18,026) with respect to the Panasqueira Mine, representing management’s estimate of the present value of the rehabilitation costs relating to the mine site totaling $41,899 (€26,070) and are to be incurred after the mine ceases production subsequent to 2045. Beralt Tin & Wolfram (Portugal), S.A., an indirect wholly-owned subsidiary of the Company, which owns 100% of the various rights and interests comprising the Panasqueira Mine and operates the mine, has assumed an inflation rate of 2.0% per year in calculating its estimates and a discount rate of 3.48%.
There is a restoration provision of $941 (December 31, 2025 – $942) with respect to the future obligation of Daytal Resources Spain, S.L. (“Daytal”), an indirect wholly-owned subsidiary of the Company, which owns a 100% interest in the Los Santos Mine, to restore and reclaim the Los Santos Mine once it has ceased the processing of tungsten from the Los Santos Mine. The restoration provision represents management’s estimate of the present value of the rehabilitation costs relating to the mine site totalling $1,282 and are to be incurred beginning in 2027 after Daytal ceases processing operations. Daytal has used a 5.5% discount rate and assumes an inflation rate of 2.0% per year in calculating its estimates. The Company has filed, and is awaiting final approval of its mine plan and restoration provision by the relevant authorities in Spain. Banco Popular has posted a bank warranty of $289 (€180) on behalf of Daytal with the Region of Castilla y Leon, Trade and Industry Department as a form of deposit to cover the expected costs of restoring the mining property as required by Daytal’s Environmental Impact Statement that forms a part of its mining and exploitation license on the Los Santos Mine.
There is a restoration provision of $3,327 (December 31, 2025 – $3,436) with respect to the Sangdong Mine. The provision was determined based on a levy imposed by the relevant local government authority.
There is a restoration provision of $250 (December 31, 2025 – $250) with respect to the Gentung Tungsten Project. The provision represents management’s estimate of the present value of the rehabilitation costs relating to the property.
| Page | 26 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
17. Emerging Market Issuer Disclosure
Asset Verification
The Company’s title to the Sangdong Mine is held through its indirect wholly-owned subsidiary, Almonty Korea Tungsten Corporation (“AKTC”), which holds the relevant mining rights and permits as required under the laws of Korea.
The Company is satisfied as to its ownership of its property interests in the Sangdong Mine through: (a) the receipt and review of title opinion dated December 10, 2025 regarding the Company’s mineral rights to the mine provided by the Company’s Korean legal counsel, which is a law firm recognized as having expertise in energy and natural resources law matters; (b) searches conducted in the mining registry of the relevant Korean government authorities, in which all applications, grants, transfers and assignments of exploration permits, mining concessions and other evidence of mineral rights to conduct exploration and mining activities are registered and recorded; (c) correspondence with the relevant authorities pursuant to which exploration and mining plans, as well as detailed reports of work performed and geological and technological studies, are required to be submitted; and (d) review, negotiation and execution of various agreements relating to the acquisition or transfer of certain mining titles. As of the date of this report, the Company has obtained and maintains all material title opinions and supporting documentation in respect of the mineral rights of the Sangdong Mine.
AKTC holds exclusive real property rights over the Sangdong Mine during the validity period of its mining rights (excavation rights). However, if the Minister of Trade, Industry and Energy (the “Minister”) deems the mining operation to be detrimental to the public interest or interfering with projects of national importance, the Minister has the power to revoke the mining rights or order a reduction of the mining area in accordance with Article 34 of the Mining Industry Act.
Legal Right to Conduct Operations
Korea has an established Mining Industry Act which defines the mining rights guaranteed by the government of Korea. As a result, the Company and other foreign mining companies are generally able to operate predictably and stably in that country.
Except for relatively small areas in the south in the main river valley and a few small areas of vegetable farms, the Sangdong Mine is on government land. On government (i.e., non-private) land, an environmental security bond must be lodged. On private land, access must be negotiated with the individual landowner(s). In the case of mining, there is no formal mediated process for land disturbance, and the purchase or lease of the surface rights would have to be negotiated with the landowner(s).
AKTC has obtained all permits required for the conduct of its business as presently conducted, including the grant of the extraction right and authorization of extraction plan by the Ministry of Economy and Finance of Korea in relation to the Sangdong Mine. AKTC holds, or may be required to obtain in the future, certain customary or routine permits, licenses, or other regulatory approvals in the ordinary course of its operations.
| Page | 27 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The Company has retained reputable legal counsel in Korea to provide necessary or prudent advice, guidance and/or opinions relating to the Company, including as to the Company’s (and its subsidiaries’) legal right to conduct business in Korea.
The Company is not aware of, and has not received notice of, any non-compliance with any requirements with respect to permits, licenses or other regulatory approvals required to carry on its business in Korea as currently conducted. Further, the Company is not aware of any material restrictions against foreign investment in Korean companies, nor any material legal requirements imposed on foreign ownership of Korean mining companies. To the best knowledge of the Company, the Company and AKTC are in compliance with all foreign investment regulations in Korea.
Foreign Operating Entity
The Company has incorporated and maintains subsidiaries as they are relevant to the jurisdictions in which the Company undertakes its operations and enables the Company’s compliance with its corporate and commercial obligations within each of the legal frameworks of those countries. The Company maintains the subsidiaries as separate operating entities to limit the Company’s liability for its operations and business across multiple jurisdictions, to diversify risk and to allow for increased efficiencies. The Company has implemented a system of corporate governance, ICFR and DC&P that apply at all levels of the Company and its subsidiaries. These systems are overseen by the Board of Directors and implemented by the Company’s senior management.
The Company’s corporate structure has been designed to ensure that the Company controls, or has a measure of direct oversight over, the operations of its subsidiaries. Almonty owns a 100% indirect ownership interest in the Sangdong Mine through its subsidiaries. Almonty’s interest in the Sangdong Mine is held by AKTC, which owns a 100% direct interest in the Sangdong Mine. AKTC is a wholly-owned direct subsidiary of Woulfe Mining Corp., itself a wholly-owned direct subsidiary of Almonty.
The Company, as the direct or indirect controlling shareholder of its subsidiaries, has visibility into and effective control of the operations and assets of its subsidiaries. For example, the Company, directly or indirectly, has the power to appoint and dismiss any of its subsidiaries’ directors at any time. The directors of each subsidiary then have the power to appoint and dismiss such subsidiaries’ officers at any time, give instructions to such officers, and require such officers to comply with their fiduciary and other obligations. As the direct or indirect controlling shareholder of its subsidiaries, the Company’s approval will be required for any fundamental changes requiring shareholder approval. The Company, as shareholder, can also enforce its rights by way of various shareholder remedies available to it under local laws. In addition, as the direct or indirect controlling shareholder of its subsidiaries, the Company is able to cause each subsidiary to transfer funds, by way of dividend, capital reduction or other right as a shareholder under the applicable law, to the Company to fund the expenses of the Company, including the salary of its officers, director fees, legal fees or the costs of any investigation that the Board of Directors or the Audit Committee (as defined herein) may need to undertake in order to comply with their fiduciary obligations to the Company.
| Page | 28 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The current members of the board of directors of AKTC are Antonio Correa de sa, Daniel D’Amato and Lewis Black, and the representative director of AKTC is Lewis Black. Pursuant to the Articles of Incorporation of AKTC, the term of office of a director shall be three years; provided, however, that such term shall be extended until the conclusion of the ordinary general meeting of shareholders for the final settlement of accounts within the term. According to Article 385 of the Korean Commercial Code, a director may be removed at any time by a resolution of the general meeting of shareholders passed by the affirmative votes of not less than two-thirds of the voting rights of the shareholders present and not less than one-third of the total number of issued shares. However, if the director is removed before the expiration of his or her term without just cause, the director may claim compensation for damages resulting from such dismissal against AKTC. In the case of removing a representative director while retaining his or her position as a director, as AKTC’s Articles of Incorporation stipulate that the representative director be appointed by a resolution of the general meeting of shareholders, with the approval of a majority of the shareholders present and at least one-quarter of the total issued shares, the removal and replacement of a representative director may also be carried out according to the same procedure, and Article 385 of the Korean Commercial Code would not apply.
The Company’s books and records are located at the principal office of the Company. The minute books, corporate seal (if applicable) and records of AKTC are held in Seoul, Korea. There are no restrictions on the Board of Directors from accessing the books and records of the Company.
The Company confirms that there are no material agreements that involve AKTC that have not been identified as a material contract of the Company and that could reasonably be considered a material contract if the Company itself were a party to the agreement. A “material change” in the business, operations or capital of AKTC would be regarded as a material change for the Company.
Shareholder Rights
The Company is a corporation existing under the Canada Business Corporations Act (the “CBCA”) and is a reporting issuer in the provinces of Ontario, Alberta and British Columbia. Shareholders of the Company have all rights and remedies available to them under the CBCA and applicable securities laws.
The fact that the Sangdong Mine is located in Korea and that title to the mine is held by AKTC, which is incorporated under Korean law, does not affect a shareholder’s ability to exercise statutory rights and remedies against the Company under applicable securities laws. However, the enforcement of a judgment obtained in a Canadian court could be adversely affected by the fact that certain of the Company’s assets are located outside of Canada, including the Sangdong Mine. Further, certain directors and officers are resident outside of Canada. The enforcement of judgments obtained in a Canadian court against such directors or officers of the Company may be adversely affected by the fact that they reside outside of Canada.
| Page | 29 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Management Experience in Foreign Jurisdiction
The Board of Directors and officers of Almonty have some but generally limited experience conducting business in Korea.
For directors and officers with limited experience conducting business in Korea, in order to facilitate such individuals familiarizing themselves with: (i) the laws and legal/operational requirements of Korea; (ii) the role the government of Korea has in the Company’s Korean operations; and (iii) the local business culture and practices in Korea, including differences in banking systems and controls as between Korea and the jurisdiction(s) they are familiar with, the Company has taken the following measures:
| ● | the Company has facilitated visits of such individuals to Korea as well as the material projects of the Company; |
| ● | the Company has engaged English-speaking local legal counsel in Korea; |
| ● | there is active communication among and between directors and officers with experience conducting business in Korea and those with more limited experience in Korea; and |
| ● | regular updates on current events and business in Korea are shared among directors and officers. |
Of the current members of the Board of Directors, a majority have visited Korea and the Sangdong Mine. The members of the Board of Directors receive regular updates regarding the Company’s operations in Korea and are able to discuss with local management in Korea on a regular basis via teleconference/telephone.
Internal Control over Financial Reporting
The Company maintains ICFR with respect to its operations in emerging jurisdictions by taking various measures. Certain of the Company’s key employees have the relevant language proficiency (Korean in Korea), local cultural understanding, and relevant work experience in each of the Company’s operating jurisdictions, which facilitates better understanding and oversight of the Company’s operations in the foreign jurisdictions in the context of internal controls over financial reporting.
Differences in banking systems and controls between Canada and Korea are addressed by having stringent controls over cash in all locations, especially over access to cash, cash disbursements, appropriate authorization levels, performing and reviewing bank reconciliations in Korea on a regular basis, and the segregation of duties.
The difference in cultures and practices between Canada and Korea is addressed by employing competent staff in Canada and Korea who are familiar with the local laws, business culture, and standard practices, have local language proficiency, are experienced in working in the jurisdiction and in dealing with the relevant governmental authorities, and have experience and knowledge of the local banking systems and treasury requirements.
The foreign subsidiaries also have established practices, protocols, and routines in place for the distribution of their excess cash to the Company. Furthermore, the opening and closing of bank accounts in the name of a foreign subsidiary is controlled, overseen, and approved by the Company.
| Page | 30 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The Company will ensure the flow of funds between Canada and South Korea functions as intended by:
| ● | controlling the Company’s treasury management and control over bank accounts; |
| ● | appointing common directors and/or officers of the Company and the foreign subsidiary; |
| ● | closely monitoring the finance departments in Korea; and |
| ● | by regular personal visits by the CEO, CFO, other key executives and members of the Board of Directors to Korea. |
18. Forward-looking Information
This MD&A 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.
You are hence cautioned not to place undue reliance on forward-looking statements. Forward-looking statements are typically identified by words such as “plan”, “development”, “growth”, “continued”, “intentions”, “expectations”, “emerging”, “evolving”, “strategy”, “opportunities”, “anticipated”, “trends”, “potential”, “outlook”, “ability”, “additional”, “on track”, “prospects”, “viability”, “estimated”, “reaches”, “enhancing”, “strengthen”, “target”, “believes”, “next steps” or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements in this MD&A include, but are not limited to, statements with respect to: demand for tungsten; tungsten prices; tungsten recovery and production; reductions in operating and unit production costs; currency and interest rate fluctuations; expectations regarding impairments of the Company’s mineral properties; improvements in efficiencies; future remediation and reclamation activities; expectations regarding the further exploration, development and life of mine of the Company’s mineral projects, including the Sangdong Mine, the Panasqueira Mine and the Gentung Tungsten Project; plans and expectations regarding the Company’s mineral projects, including the re-opening of the Los Santos Mine, the potential of the Sangdong Molybdenum Project, the potential production profile of the Gentung Tungsten Project and the development of and production at the Gentung Tungsten Project; the estimation of mineral reserves and mineral resources; the realization of mineral reserve and mineral resource estimates; the timing of activities; the amount of estimated revenues and expenses; the anticipated and/or allocated use of proceeds from financing transactions; the success of exploration activities; permitting timelines; the success of mine development and construction activities; the success of future mine operations; the success of other future business operations; litigation risks; changes to governmental laws and regulations; the appointment of Mr. de Lamaziere as Interim Chief Financial Officer, the appointment of Mr. Beristain as Chief Financial Officer effective June 1, 2026 and the expected contribution of these appointments to the next phase of the Company’s growth; and requirements for additional capital and sources and uses of funds.
| Page | 31 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Forward-looking statements are based upon certain assumptions and other important factors that, if untrue, could cause actual results to be materially different from future results expressed or implied by such statements. There can be no assurance that forward-looking statements will prove to be accurate. Key assumptions upon which the Company’s forward-looking information is based include, without limitation: the absence of material adverse changes in the Company’s industry or the global economy including interest rate fluctuations, inflationary pressures, supply chain disruptions, and commodity market volatility; trends in the Company’s industry and markets, including the competitive environment; the ability of the Company to maintain its interests in its mineral projects, including with respect to title, access, and permitting matters; the Company’s ability to manage risks normally incidental to the exploration, development and operation of mineral properties; the performance and results of Phase I operations at the Sangdong Mine; the Company’s ability to proceed with Phase II expansion of the Sangdong Mine; the Company’s ability to maintain good business relationships with key stakeholders, including customers, suppliers, lenders, regulators, and local communities; the Company’s ability to manage its growth effectively, both organically and through acquisitions; the Company’s ability to effectively integrate acquisitions and realize anticipated benefits; the Company’s ability to manage potential uncertainties in the interpretation of geological data, drill results and market data, including data related to pricing trends, demand forecasts, and competitive positioning; the Company’s ability to manage the possibility that future exploration, development or mining results may not be consistent with its expectations; the accuracy of the Company’s mineral resource and reserve estimates and their underlying assumptions, including with respect to cut-off grades, recovery rates, and long-term commodity prices; the adequacy and availability of infrastructure (including power, water, roads, and processing capacity) at or near the mineral properties; the timely receipt and maintenance of necessary governmental and third-party approvals, permits, licenses, authorizations and regulatory compliance obligations; the Company’s ability to comply with current and future environmental, health and safety, and other regulatory requirements and to timely obtain and maintain required regulatory approvals, licenses and permits; the Company’s expectation that its operations will not be significantly disrupted as a result of political instability, pandemics and communicable diseases, nationalization, terrorism, sabotage, social or political activism, breakdown, natural disasters, governmental or political actions, litigation or arbitration proceedings, equipment or infrastructure failure, labour shortages, transportation disruptions or accidents, or other development or exploration risks; the Company’s ability to execute construction and development activities on schedule and within budget; the Company’s ability to recruit, retain and engage qualified personnel and contractors in all required jurisdictions; the appointment of Mr. de Lamaziere as Interim Chief Financial Officer, the appointment of Mr. Beristain as Chief Financial Officer effective June 1, 2026 and the expected contribution of these appointments to the next phase of the Company’s growth; the Company’s ability to raise sufficient debt or equity financing to support its continued growth; the Company’s ability to continue to have sufficient working capital to fund its operations; the performance of counterparties under offtake agreements, supply arrangements, financing agreements, and other material contracts; that input costs, including energy, labour, equipment, and materials, will not increase materially beyond current expectations; that the price of tungsten and other metals and commodities will not decline significantly or for a protracted period of time; that the global financial markets and general economic conditions (including trade and monetary policies, currency exchange rates and rates of inflation) will be stable and conducive to business in the future; the Company’s ability to maintain the security and integrity of its information technology systems and mitigate the impact of any potential cybersecurity threats; and the Company’s ability to meet increasing expectations regarding environmental, social and governance matters from regulators, investors, and other stakeholders.
Forward-looking statements are also subject to risks and uncertainties facing the Company’s business, including, without limitation: the negative cash flow from the Company’s operations; the adequacy of the Company’s disclosure control and procedures and internal controls over financial reporting; the price of metals; the Company’s economic dependency on few customers; fluctuation in foreign currency; fluctuation in interest rates; inflation; tax-related risks; the risk of default under any of the Company’s credit agreements; future financing; the Company’s liquidity and level of indebtedness; risks associated with the Company’s business being carried on through foreign subsidiaries; credit risk; the Company’s ability to continue as a going concern; risks relating to the development of the Sangdong Mine, including risks relating to the start-up of commercial production, commissioning, ramp-up and process performance risk, financing risk, construction risks, risk relating to the offtake agreements for the Sangdong Mine, availability of infrastructure and skilled labour, and risks related to the implementation of technological innovations at the Sangdong Mine; risks relating to the Tungsten Oxide Facility, including project financing and capital cost overrun risk, execution and construction risk, and permitting and regulatory risk; the Company’s production; the Company’s mineral reserve and mineral resource estimates; the Company’s dependence on key personnel; the Company’s competition; trade risks and supply chain disruptions (including as a result of geopolitical tensions); the cost of raw materials; energy supply and power grid reliability; water supply and management; infrastructure and operational risks; the Company’s impairment of assets; risks related to property title; laws and regulations; licenses and permits; mining risks and insurance limitations; legal systems; mineral reserve and mineral resource depletion; risks related to underground stope stability; reputational risks; geopolitical risks in key operating regions; public allegations, regulatory investigations, or litigation; capital market structure and dilution risk; environmental and global climate change risks; risks related to costs of land reclamation; technological obsolescence; management of growth; cybersecurity and data protection; opposition to mining; costs and compliance risks as a result of being a public company; acquisitions and synergies; anti-corruption and anti-bribery laws; Canada’s Extractive Sector Transparency Measures Act; health and pandemic risks; and risks related to the Company’s proposed redomiciling to the United States, including disruptions to the Company’s business, Canadian corporate tax risk.
| Page | 32 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Any of these risks could have a material adverse effect on the Company’s business, financial condition, results of operations and growth prospects. Readers should consider reviewing the detailed risk discussion under the heading “RISK FACTORS” of the AIF and under the heading “Risks and Uncertainties” of this MD&A for a fuller understanding of the risks and uncertainties that affect the Company’s business and operations and that could cause the Company’s actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied by forward-looking statements.
Although Almonty has attempted to identify important factors that could cause actual results, level of activity, performance or achievements to differ materially from those contained in forward-looking statements, there may be other factors that could cause results, level of activity, performance or achievements not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate and even if events or results described in the forward-looking statements are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on, Almonty. Accordingly, readers should not place undue reliance on forward-looking statements and are cautioned that actual outcomes may vary.
Investors are cautioned against attributing undue certainty to forward-looking statements. Almonty cautions that the foregoing list of material factors is not exhaustive. When relying on Almonty’s forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events. Almonty has also assumed that material factors will not cause any forward-looking statements and information to differ materially from actual results or events. However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.
THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS MD&A REPRESENTS THE EXPECTATIONS OF ALMONTY AS OF THE DATE OF THIS MD&A AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE. READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE. WHILE ALMONTY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
| Page | 33 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
19. General
The Company’s management is responsible for the preparation of the Company’s unaudited interim condensed consolidated financial statements as well as other information contained in this MD&A. The Board of Directors is required to ensure that management assumes its responsibility in regard to the preparation of the Company’s financial statements. To facilitate this process, the Board of Directors has created an audit committee (the “Audit Committee”). The Audit Committee met with members of the management team to discuss the operating results and the financial results of the Company, before making their recommendations and submitting the Q1-2026 Financial Statements and MD&A to the Board of Directors for review and approval. Following the recommendation of the Audit Committee, the Board of Directors approved the Q1-2026 Financial Statements and this MD&A on May 11, 2026.
The Q1-2026 Financial Statements have been prepared in accordance with IFRS.
Adam Wheeler, B.Sc, M.Sc, C. Eng., an independent qualified person pursuant to NI 43-101 and a competent person under the Australasian Code for Reporting of Exploration Results, Mineral Resources and Ore Reserves (2012), reviewed, prepared or supervised the preparation of, and approved, the information upon which the scientific and technical information relating to the Company’s mineral properties contained in this MD&A is based.
For the purposes of the ASX Listing Rules, production targets for the Sangdong Mine contained in this MD&A were reported in accordance with ASX Listing Rule 5.16 on July 11, 2025. The Company confirms that, as of the date of this MD&A, it is not aware of any new information or data that materially affects the information included in the announcement and that all material assumptions and technical parameters underpinning the estimates in the announcement continue to apply and have not materially changed. The Company confirms that, as of the date of this MD&A, the form and context in which the competent person’s findings are presented have not been materially modified from the original market announcement.
20. Additional Information
Additional information relating to the Company, including the audited annual consolidated financial statements of the Company and notes thereto for the year ended December 31, 2025 and the AIF, is available on the Company’s website at www.almonty.com and on SEDAR+ at www.sedarplus.ca under the Company’s profile.
21. Management’s Responsibility for Financial Statements
The information provided in this MD&A, including the Company’s financial statements, is the responsibility of management. In the preparation of these statements, estimates are sometimes necessary to make a determination of future values for certain assets or liabilities. Management believes such estimates have been based on careful judgements and have been properly reflected in the accompanying financial statements.
| Page | 34 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
May 11, 2026
On behalf of the Company’s management and the Board of Directors,
| “Lewis Black” | |
| Chairman, President and Chief Executive Officer |
| Page | 35 |

Management’s Discussion and Analysis
Three Months Ended March 31, 2026
Dated: May 11, 2026
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Glossary of Terms
| A$ | Australian dollars |
| APT | ammonium para tungstate is an intermediate product which is one of the principal chemical forms in which tungsten is traded |
| ASX | Australian Securities Exchange |
| Board of Directors | the board of directors of the Company |
| CDI | CHESS Depositary Interests, the form under which the Company’s common shares trade on the ASX, with each CDI representing a single common share |
| concentrate | the valuable fraction of an ore that is left after waste material is removed in processing |
| € | Euros |
| Frankfurt | Frankfurt Stock Exchange |
| MTU | metric tonne unit, equal to 1 percent of a metric tonne or 10 kg (22.046 pounds) of contained WO3 |
| Nasdaq | Nasdaq Capital Market |
| NI 43-101 | National Instrument 43-101 – Standards of Disclosure for Mineral Projects |
| NI 52-109 | National Instrument 52-109 – Certification of Disclosure in Issuers’ Annual and Interim Filings |
| scheelite | a brown tetragonal mineral, CaWO4. It is found in pneumatolytic veins associated with quartz and fluoresces to show a blue colour. Scheelite is a mineral of tungsten |
| tonne | a metric unit equal to 1,000 kg (2,204.6 pounds) |
| TSX | Toronto Stock Exchange |
| tungsten concentrates | concentrates generally containing between 40 and 75 percent WO3 |
| US$ | United States dollars |
| WO3 | tungsten tri-oxide, a compound of tungsten and oxygen |
| Page | 36 |
Exhibit 99.4
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Lewis Black, the Chief Executive Officer of Almonty Industries Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Almonty Industries Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). |
| 5.2 | ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (a) | a description of the material weakness; | |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: May 11, 2026. | |
| /s/ “Lewis Black” | |
| Lewis Black | |
| Chief Executive Officer |
Exhibit 99.5
Form 52-109F2
Certification of Interim Filings
Full Certificate
I, Guillaume Wiesenbach de Lamaziere, the Interim Chief Financial Officer of Almonty Industries Inc., certify the following:
| 1. | Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Almonty Industries Inc. (the “issuer”) for the interim period ended March 31, 2026. |
| 2. | No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings. |
| 3. | Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings. |
| 4. | Responsibility: The issuer’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings, for the issuer. |
| 5. | Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the end of the period covered by the interim filings |
| (a) | designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that |
| (i) | material information relating to the issuer is made known to us by others, particularly during the period in which the interim filings are being prepared; and | |
| (ii) | information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and |
| (b) | designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP. |
| 5.1 | Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is Internal Control – Integrated Framework (2013) published by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”). |
| 5.2 | ICFR - material weakness relating to design: The issuer has disclosed in its interim MD&A for each material weakness relating to design existing at the end of the interim period |
| (a) | a description of the material weakness; | |
| (b) | the impact of the material weakness on the issuer’s financial reporting and its ICFR; and | |
| (c) | the issuer’s current plans, if any, or any actions already undertaken, for remediating the material weakness. |
| 5.3 | N/A |
| 6. | Reporting changes in ICFR: The issuer has disclosed in its interim MD&A any change in the issuer’s ICFR that occurred during the period beginning on January 1, 2026 and ended on March 31, 2026 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR. |
| Date: May 11, 2026. | |
| /s/ “Guillaume Wiesenbach de Lamaziere” | |
| Guillaume Wiesenbach de Lamaziere | |
| Interim Chief Financial Officer |
FAQ
How did Almonty Industries (ALM) perform financially in Q1 2026?
What drove the strong revenue growth for Almonty Industries (ALM) in Q1 2026?
Did Almonty Industries (ALM) generate positive cash flow in Q1 2026?
Why did Almonty Industries (ALM) report a net loss despite positive EBITDA?
What is Almonty Industries’ (ALM) cash and working capital position after Q1 2026?
What progress did Almonty Industries (ALM) make at the Sangdong Mine in early 2026?
Why is Almonty Industries (ALM) relocating its corporate headquarters to Dillon, Montana?
Filing Exhibits & Attachments
13 documentsPress Releases
- EX-99.1 EX-99.1 45.3 KB
- EX-99.2 EX-99.2 759.4 KB
- EX-99.3 EX-99.3 536.9 KB
- EX-99.4 EX-99.4 23.2 KB
- EX-99.5 EX-99.5 22.0 KB
- EX-99 GRAPHIC 14.1 KB
- EX-99 GRAPHIC 199.6 KB
- EX-99 GRAPHIC 199.0 KB
- EX-99 GRAPHIC 285.8 KB
- EX-99 GRAPHIC 243.8 KB
- EX-99 GRAPHIC 10.3 KB
- EX-99 GRAPHIC 2.9 KB
- EX-99 GRAPHIC 61.8 KB
