Almonty Q3 profit includes C$47.9M in non-cash gains
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
Almonty Industries Inc. (ALM) reported third-quarter 2026 revenue of C$41.9 million, up 382% year over year, and income from mining operations of C$26.0 million versus C$1.3 million. Adjusted EBITDA was C$14.6 million, compared with a C$2.3 million loss.
Net income was C$50.2 million, including C$47.9 million in aggregate net non-cash gains on derivative and warrant revaluations; Almonty said these did not affect operating performance, cash flow or liquidity. Cash was C$1.149 billion as of September 30, 2026, with the increase primarily reflecting the June US$800 million convertible-note offering and cash flow from operations, partially offset by mine investment, debt repayment and share repurchases.
At Sangdong, Almonty received the final certificates required for commercial operation in September and produced tungsten there for the first time in 33 years. More than 90% of Phase I production was contracted, and Almonty announced its intention to proceed with a Phase II expansion expected to nearly double throughput. It repurchased and cancelled 2,914,739 shares during the nine months.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- Moderate pointThird-quarter revenue rose 382% to C$41.9 million year over year.
- Moderate pointReported third-quarter net income rose 51% to C$50.2 million year over year.
- Moderate pointNine-month operating cash flow: C$42.0 million versus C$6.8 million used in 2025.
Negative
- None.
Filing Explained
US$800 million of convertible notes were outstanding at September 30, 2026, with cash repayment at par due July 1, 2031 if still outstanding.
This Form 6-K furnishes Almonty’s unaudited third-quarter statements and management discussion, and reports that the notes were issued on
On conversion, Almonty may settle in cash, common shares, or both. Issuing shares would increase the share count and reduce existing holders’ percentage ownership, so dilution is possible but not automatic. Before
The share repurchase program began on
Key Figures
Key Terms
Adjusted EBITDA financial
Capped Call technical
embedded derivatives financial
Level 3 of the fair value hierarchy financial
effective interest method financial
functional currency financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What were ALM’s third-quarter 2026 revenue and net income?
What are the terms of ALM’s June 2026 convertible senior notes?
What was ALM’s operating cash flow for the first nine months of 2026?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September, 2026
Commission File Number: 001-42737
(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 November 12, 2026 | |
| 99.2 | Interim Condensed Consolidated Financial Statements for the three and nine months ended September 30, 2026 (unaudited) | |
| 99.3 | Management’s Discussion and Analysis for the three and nine months ended September 30, 2026 |
| 2 |
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: November 12, 2026 | ||
| By: | /s/ Lewis Black | |
| Name: | Lewis Black | |
| Title: | Chief Executive Officer | |
| 3 |
Exhibit 99.1
Almonty Industries Reports Third Quarter 2026 Financial Results
Revenue Increases 382% Year-Over-Year to $41.9 Million on Sustained Strength in Tungsten Pricing; Net Income Grew 51% to $50.2 Million, with Adj. EBITDA of $14.6 Million; Cash as of September 30, 2026 totaled $1.15 Billion
Dillon, Montana — November 12, 2026 – Almonty Industries Inc. (“Almonty” or the “Company”) (Nasdaq: ALM; Frankfurt: ALI1), a leading global producer of tungsten concentrate, today announced its financial results for the three and nine months ended September 30, 2026. All figures are presented in Canadian dollars unless otherwise noted.
Financial Summary:
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (in thousands of Canadian dollars, except per share amounts) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Revenue | 41,889 | 8,695 | 110,278 | 23,795 | ||||||||||||
| Income from mining operations | 25,984 | 1,254 | 65,097 | 1,062 | ||||||||||||
| General and administrative expenses | 11,634 | 3,772 | 27,626 | 11,266 | ||||||||||||
| Net income (loss) for the period | 50,235 | 33,191 | 226,768 | (59,640 | ) | |||||||||||
| Earnings (loss) per share – basic | $ | 0.17 | $ | 0.15 | $ | 0.80 | $ | (0.30 | ) | |||||||
| Earnings (loss) per share – diluted | $ | 0.17 | $ | 0.13 | $ | 0.72 | $ | (0.30 | ) | |||||||
| Adjusted EBITDA (Non-IFRS) | 14,586 | (2,285 | ) | 38,279 | (9,412 | ) | ||||||||||
Key Third Quarter 2026 & Subsequent Operational Highlights
| ● | The Sangdong Mine produced its first tungsten concentrate in September 2026, the first tungsten produced at the site since 1993, and subsequent to quarter end, the first container of Sangdong concentrate was loaded at the port of Busan for shipment to an overseas customer. More than 90% of Phase I production is contracted under the Company’s long-term offtake agreement with Global Tungsten & Powders LLC (“GTP”), a member of Austria’s Plansee Group. The agreement was amended in July 2026 to extend the term by six years, increase total contracted volumes by 40% and improve pricing on all contracted volumes by approximately 6.3%. |
| ● | In September 2026, Almonty confirmed that it is proceeding with the fully permitted Phase II expansion of the Sangdong Mine, which is expected to increase throughput capacity to up to 1.2 million tonnes per year, and placed orders for Phase II equipment. Subject to Phase I operating performance and prevailing market conditions, Phase II is targeted for completion in 2027. |
| ● | During the quarter, Almonty signed a multi-year, take-or-pay supply agreement with a large-scale European customer, covering a minimum of approximately 1,720 tonnes of contained WO3 to be recovered from retreatment of the existing tailings inventory at the Los Santos Mine in Spain. |
| 1 |
| ● | Almonty also entered into a binding agreement with the Government of Rwanda, which will receive a 25% interest in Almonty Rwanda Pty Ltd (“Almonty Rwanda”) in exchange for contributing the Shyorongi tungsten exploration concession and granting a mineral processing license for a mobile tailings processing unit to acquire and export ore, pre-concentrate and panning tailings. Almonty Rwanda launched last month with purchase contracts to export more than 100 tonnes of tungsten ore per month. |
| ● | On August 24, 2026, Almonty commenced a share repurchase program for up to 14.4 million common shares, for an aggregate purchase price of up to US$300 million, over a 36-month period. During the third quarter, the Company repurchased and cancelled 2,914,739 common shares at a weighted average price of US$16.58 per share and, subsequent to quarter end, repurchased and cancelled an additional 703,053 common shares. |
Management Commentary
Lewis Black, Chairman, President & CEO, commented: “The third quarter was the quarter Sangdong became a commercial operation. In September 2026, we received the final certificates required to commercially operate the processing plant, produced the first tungsten at Sangdong in 33 years and announced our intention to proceed with a Phase II expansion that is expected to nearly double throughput capacity. With more than 90% of Phase I production already contracted, our focus now is on ramping the plant safely and steadily, and we have support on site working alongside our operators to do exactly that. The same partner is supplying Phase II equipment, including new mills.
“All the while, Panasqueira continued to generate strong margins, delivering $26.0 million of income from mining operations in the quarter. In addition, we added two short-cycle supply programs through the Los Santos tailings agreement and our recently launched joint venture with the Government of Rwanda. Both are designed to bring non-Chinese tungsten to market far sooner than a new mine could, because the material is already above ground in Spain or in the case of Rwanda has already been mined.
“Beginning January 1, 2027, U.S. defense procurement rules will closely scrutinize where tungsten ore was mined, and we believe very few producers can meet that standard with a Western-aligned origin and meaningful scale. Sangdong achieves this for Almonty. With $1.15 billion in cash at quarter end, our balance sheet allows us to fund our growth, while also returning capital to shareholders through our share repurchase program; under which we have repurchased and cancelled more than 3.6 million shares to date,” concluded Black.
Third Quarter 2026 Financial Results Highlights
Revenue in the third quarter of 2026 increased 382% to $41.9 million, as compared to $8.7 million in the same year-ago quarter. The increase was driven by the significant appreciation in the price of tungsten APT, with the European APT average price rising to US$2,800 per MTU during the third quarter of 2026 from US$615 per MTU in the third quarter of 2025.
Income from mining operations in the third quarter of 2026 was $26.0 million, or 62.0% of revenue, as compared to $1.3 million, or 14.4% of revenue, in the same year-ago quarter.
General and administrative expenses in the third quarter of 2026 totaled $11.6 million, as compared to $3.8 million in the same year-ago quarter and $8.9 million in the second quarter of 2026. The increase was primarily attributable to higher salaries and wages for the Company’s expanded senior management team, together with increased business and corporate development costs, consulting, legal and other professional fees, and spending on enterprise resource planning and other systems, including preparation for the Company’s planned transition from IFRS to U.S. GAAP commencing on January 1, 2027.
| 2 |
Net income in the third quarter of 2026 was $50.2 million, or $0.17 per diluted share, as compared to net income of $33.2 million, or $0.13 per diluted share in the same year-ago quarter. Third quarter 2026 results included $47.9 million in aggregate net non-cash gains on the revaluation of derivative and warrant instruments. These non-cash accounting items did not impact the Company’s operating performance, cash flow, or liquidity position.
Adjusted EBITDA, a non-IFRS measure, was $14.6 million in the third quarter of 2026, as compared to ($2.3) million in the same year-ago quarter, reflecting the substantial improvement in underlying operational performance.
Cash as of September 30, 2026 totaled $1.15 billion, as compared to $268.4 million as of December 31, 2025. The increase primarily reflects gross proceeds of US$800 million from the convertible senior notes offering completed in June 2026, together with cash flow from operations, partially offset by investment in mining assets, the repayment in full of the Company’s EUR14.7 million KfW corporate term loan in July 2026 and share repurchases. Subsequent to quarter end, the Korean government initiated the process to release an agreed KRW10bn subsidy (~US$7.5m) to Almonty.
About Almonty
Almonty (Nasdaq: ALM) (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 Tungsten 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 Spain and the United States, 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.
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.
| 3 |
IFRS NET INCOME (LOSS) TO ADJUSTED EBITDA RECONCILIATION
Three Months Ended September 30, | Nine Months Ended September 30, | |||||||||||||||
| (in thousands of Canadian dollars) | 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net income (loss) for the period | 50,235 | 33,191 | 226,768 | (59,640 | ) | |||||||||||
| Depreciation & amortization | 236 | 233 | 808 | 792 | ||||||||||||
| (Gain) loss on valuation of embedded derivative liabilities | (104,668 | ) | 288 | (302,683 | ) | 10,139 | ||||||||||
| Loss on valuation of embedded derivative asset | 57,075 | – | 87,758 | – | ||||||||||||
| (Gain) loss on valuation of warrant liabilities | (355 | ) | (34,513 | ) | 2,253 | 29,381 | ||||||||||
| Foreign exchange (gain) loss | (7,567 | ) | (3,338 | ) | (10,065 | ) | (1,924 | ) | ||||||||
| Taxes | 6,621 | 163 | 15,612 | 197 | ||||||||||||
| Interest, net | 12,782 | 964 | 12,849 | 3,292 | ||||||||||||
| Share-based compensation | 227 | 727 | 4,979 | 8,351 | ||||||||||||
| Adjusted EBITDA (Non-IFRS) | 14,586 | (2,285 | ) | 38,279 | (9,412 | ) | ||||||||||
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 commissioning and ramp-up of Phase I of the Sangdong Mine and its expected throughput capacity; the continued delivery of tungsten concentrate from the Sangdong Mine to customers; the expected timing, capacity and completion of the contemplated Phase II expansion of the Sangdong Mine; the recognition of deferred revenue in the fourth quarter of 2026; the anticipated restart of processing at the Los Santos Mine and the supply of tungsten concentrate under the agreement; the completion and anticipated benefits of the Almonty Rwanda joint venture, including the acquisition and export of material from Rwandan mining license holders, the acquisition of a mobile tailings processing unit and the potential construction of a collection and processing plant in Rwanda; the Company’s share repurchase program, including the number of common shares that may be repurchased thereunder; the Company’s planned transition from IFRS to U.S. GAAP; the anticipated effect of changes to U.S. defense procurement rules; the sufficiency of the Company’s capital resources; and the expected impact of tungsten market trends and prices on the Company’s operations.
| 4 |
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 ramp-up of Phase I of the Sangdong Mine, the Company’s ability to proceed with and complete the Phase II expansion as planned, the availability of funding for continued development, the performance of counterparties under offtake, supply and other material agreements, the timely receipt of required permits and approvals, and expected 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 November 12, 2026 for the three and nine months ended September 30, 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
| 5 |
Exhibit 99.2
Unaudited Interim Condensed Consolidated Financial Statements
For the Three and Nine Months Ended September 30, 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. (“Almonty”) were prepared by management in accordance with International Financial Reporting Standards (“IFRS”). 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 Almonty’s circumstances. The significant accounting policies of Almonty 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 it with sufficient knowledge to support management representations that it has 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 Almonty, as of the date of and for the periods then ended presented by the unaudited interim condensed consolidated financial statements.
Almonty’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 Almonty and for ensuring that management fulfills its financial reporting responsibilities. The audit and risk management 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 Almonty. 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 Almonty for issuance to the shareholders.
Management recognizes its responsibility for conducting Almonty’s affairs in compliance with established financial standards, and applicable laws and regulations, and for maintaining proper standards of conduct for its activities.
Notice of no auditor review of condensed interim consolidated financial statements
Pursuant to National Instrument 51-102 (Continuous Disclosure Obligations), Part 4, subsection 4.3(3)(a), if an auditor has not performed a review of the interim financial statements, they must be accompanied by a notice indicating that the financial statements have not been reviewed by an auditor.
The accompanying unaudited condensed interim consolidated financial statements of Almonty for the three months and nine months ended September 30, 2026, have been prepared by and are the responsibility of Almonty’s management.
Almonty’s independent auditor has not performed a review of these financial statements in accordance with the standards established by the Chartered Professional Accountants of Canada for a review of interim financial statements by an entity’s auditor.
| “Lewis Black” | “Jorge Beristain” | |
| Lewis Black | Jorge Beristain | |
| Chairman, President & CEO | Chief Financial Officer |
November 12, 2026
Dillon, Montana, USA
| 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)
| Note | September 30, 2026 | December 31, 2025 | ||||||||
| Assets | ||||||||||
| Current Assets | ||||||||||
| Cash | 5 | |||||||||
| Trade receivables | ||||||||||
| Taxes recoverable | ||||||||||
| Inventories | 6 | |||||||||
| Prepaid expenses and other current assets | ||||||||||
| Total Current Assets | ||||||||||
| Mining assets | 7 | |||||||||
| Tailings inventory | 6 | |||||||||
| Derivative asset | 10 | |||||||||
| Deferred tax assets | ||||||||||
| Other assets | ||||||||||
| Total Assets | ||||||||||
| Liabilities | ||||||||||
| Current Liabilities | ||||||||||
| Accounts payable and accrued liabilities | 8 | |||||||||
| Deferred revenue | ||||||||||
| Warrant liabilities | 9 | |||||||||
| Current derivative liabilities | 10 | |||||||||
| Current portion of long-term debt | 11 | |||||||||
| Total Current Liabilities | ||||||||||
| Long-term debt | 11 | |||||||||
| Non-current derivative liabilities | 10 | |||||||||
| Restoration provision and other liabilities | 12 | |||||||||
| Deferred tax liabilities | ||||||||||
| Total Liabilities | ||||||||||
| Shareholders’ Equity | ||||||||||
| Share capital | 13 | |||||||||
| Commitment to issue shares | 13 | |||||||||
| Equity portion of convertible debentures | ||||||||||
| Contributed surplus | ||||||||||
| Accumulated other comprehensive income (loss) | ( | ) | ||||||||
| Deficit | ( | ) | ( | ) | ||||||
| Total Shareholders’ Equity | ||||||||||
| Total Liabilities and Shareholders’ Equity | ||||||||||
Nature of operations (Note 1)
Commitments and contingent liabilities (Note 19)
Subsequent events (Note 24)
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 Income (Loss)
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| For the three months ended | For the nine months ended | |||||||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||||
| Note | 2026 | 2025 | 2026 | 2025 | ||||||||||||||
| Revenues | ||||||||||||||||||
| Cost of sales | ||||||||||||||||||
| Production costs | ||||||||||||||||||
| Care and maintenance costs | ||||||||||||||||||
| Depreciation and amortization | ||||||||||||||||||
| Income from mining operations | ||||||||||||||||||
| Expenses | ||||||||||||||||||
| General and administrative | 22 | |||||||||||||||||
| Interest expense | 23 | |||||||||||||||||
| Share-based compensation | 13 | |||||||||||||||||
| Foreign exchange gain | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) before other
income (expenses) and income taxes | ( | ) | ( | ) | ( | ) | ||||||||||||
| Other income (expenses) | ||||||||||||||||||
| Interest income | ||||||||||||||||||
| Gain (loss) on valuation of warrant liabilities | 9 | ( | ) | ( | ) | |||||||||||||
| Gain (loss) on valuation of embedded derivative liabilities | 10 | ( | ) | ( | ) | |||||||||||||
| Loss on valuation of embedded derivative asset | 10 | ( | ) | ( | ) | |||||||||||||
| ( | ) | |||||||||||||||||
| Net income (loss) before income taxes | ( | ) | ||||||||||||||||
| Income tax expense | ||||||||||||||||||
| Net income (loss) for the period | ( | ) | ||||||||||||||||
| Other comprehensive income | ||||||||||||||||||
| Items that may be reclassified subsequently to profit/loss | ||||||||||||||||||
| Unrealized gain on foreign currency translation | ||||||||||||||||||
| Comprehensive income (loss) for the period | ( | ) | ||||||||||||||||
| Earnings per share | ||||||||||||||||||
| Basic | $ | $ | $ | $ | ( | ) | ||||||||||||
| Fully-diluted | $ | $ | $ | $ | ( | ) | ||||||||||||
| Weighted average shares outstanding | ||||||||||||||||||
| Basic | ||||||||||||||||||
| Fully-diluted | ||||||||||||||||||
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
Nine months ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| Note | Share capital | Commitment to issue shares | Equity portion of convertible debentures | Contributed Surplus | Accumulated other comprehensive income (loss) | Deficit | Total
shareholders’ equity | |||||||||||||||||||||||||
| Balance at December 31, 2024 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Issuance of common shares and warrants for cash | 13 | |||||||||||||||||||||||||||||||
| Share issuance costs | 13 | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued on exercise of options1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on settlement of RSU’s1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on exercise of CDI options1 | 13 | |||||||||||||||||||||||||||||||
| Shares issued on exercise of warrants1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued for settlement of debt1 | 13 | |||||||||||||||||||||||||||||||
| Shares issued for conversion of debt1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Reclassification of amended CDI options | 13 | |||||||||||||||||||||||||||||||
| Share-based compensation | 13 | |||||||||||||||||||||||||||||||
| Net loss and comprehensive income for the period | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| Balance at September 30, 2025 | ( | ) | ||||||||||||||||||||||||||||||
| Issuance of common shares and warrants for cash | 13 | |||||||||||||||||||||||||||||||
| Share issuance costs | 13 | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares issued on exercise of options1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on settlement of RSU’s1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on exercise of CDI options1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on exercise of warrants1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued for conversion of debt1 | 13 | |||||||||||||||||||||||||||||||
| Shares issued on acquisition of 100% of US Tungsten, Inc.1 | 13/14 | |||||||||||||||||||||||||||||||
| Commitment to issue shares for conversion of debt | 13 | |||||||||||||||||||||||||||||||
| Share-based compensation | 13 | |||||||||||||||||||||||||||||||
| Net loss and comprehensive loss for the period | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||
| Balance at December 31, 2025 | ( | ) | ( | ) | ||||||||||||||||||||||||||||
Shares issued on exercise of options1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on settlement of RSU’s1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on exercise of CDI options1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Shares issued on exercise of warrants1 | 13 | ( | ) | |||||||||||||||||||||||||||||
| Settlement of commitment to issue shares1 | 13 | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Shares repurchased under Share Repurchase Program | 13 | ( | ) | ( | ) | |||||||||||||||||||||||||||
| Share-based compensation | 13 | |||||||||||||||||||||||||||||||
| Net income and comprehensive income for the period | ||||||||||||||||||||||||||||||||
| Balance at September 30, 2026 | ( | ) | ||||||||||||||||||||||||||||||
| 1 |
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)
| For the nine months ended | For the nine months ended | |||||||||
| Note | September 30, 2026 | September 30, 2025 | ||||||||
| Operating activities | ||||||||||
| Net income (loss) for the period | ( | ) | ||||||||
| Add (deduct) non-cash items: | ||||||||||
| Share-based compensation | ||||||||||
| Depreciation and amortization | ||||||||||
| Interest expense | ||||||||||
| Income tax expense | ||||||||||
| Loss on valuation of warrant liabilities | 9 | |||||||||
| (Gain) loss on valuation of embedded derivative liabilities | 10 | ( | ) | |||||||
| Loss on valuation of embedded derivative asset | 10 | |||||||||
| Unrealized foreign exchange gains | ( | ) | ( | ) | ||||||
| ( | ) | |||||||||
| Changes in non-cash working capital | ||||||||||
| Trade receivables | ( | ) | ||||||||
| Taxes recoverable | ( | ) | ( | ) | ||||||
| Inventories | ( | ) | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||||
| Accounts payable and accrued liabilities | ||||||||||
| Deferred revenues | ||||||||||
| Net change in non-cash working capital | ||||||||||
| Other assets | ( | ) | ||||||||
| Cash flow provided by (used in) operating activities | ( | ) | ||||||||
| Investing activities | ||||||||||
| Additions to mining assets | ( | ) | ( | ) | ||||||
| Cash flow used in investing activities | ( | ) | ( | ) | ||||||
| Financing activities | ||||||||||
| Issuance of common shares for private placements | ||||||||||
| Share issuance costs paid | ( | ) | ( | ) | ||||||
| Exercise of stock options | ||||||||||
| Exercise of CDI options | ||||||||||
| Exercise of warrants | ||||||||||
| Shares repurchased | ( | ) | ||||||||
| Issuance of long-term debt | 11 | |||||||||
| Repayment of long-term debt | 11 | ( | ) | ( | ) | |||||
| Issuance of convertible senior notes | 11 | |||||||||
| Convertible senior notes issuance costs | 11 | ( | ) | |||||||
| Funding of capped call | 10 | ( | ) | |||||||
| Interest paid | ( | ) | ( | ) | ||||||
| Cash flow provided by financing activities | ||||||||||
| Effect of foreign currency translation on cash | ||||||||||
| Net increase in cash for the period | ||||||||||
| Cash at beginning of period | ||||||||||
| Cash at end of period | ||||||||||
See Note 21 for supplemental cash flow disclosures.
The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.
| 6 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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. As of September 30, 2026, Almonty’s common shares were listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol ALM and on the Frankfurt Stock Exchange under the symbol ALI1.
The Company’s shares were voluntarily delisted from the Toronto Stock Exchange (“TSX”), effective July 31, 2026 and from the Australian Securities Exchange, effective September 1, 2026.
The head office of the Company is located at 8 South Idaho Street, Suite A, Dillon, Montana, United States. 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, as well as evaluating its Valtreixal tungsten mine project located in Western Spain in the province of Zamora (the “Valtreixal Mine”) and the 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, restricted share units (“RSUs”) and deferred share units (“DSUs”) 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, RSUs and DSUs in these unaudited interim condensed consolidated financial statements has been adjusted retrospectively to reflect the Share Consolidation. There were (December 31, 2025 - ) common shares issued and outstanding as at September 30, 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 September 30, 2026, the Company had a working capital
position of $
During
the nine months ended September 30, 2026, the Company received gross proceeds of US$
| 7 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
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.
| 2. | Basis of presentation |
Statement of compliance
These unaudited interim condensed consolidated financial statements, including comparatives, have been prepared in compliance with IFRS as issued by the International Accounting Standards Board, 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 consolidated 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 November 12, 2026.
Basis of presentation
These unaudited interim condensed consolidated financial statements are presented in Canadian dollars (“CAD”), 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.
Change in Functional Currency
From inception to June 1, 2026, the functional currency of Almonty Industries Inc. has been CAD. The functional currency determination was conducted through an analysis of the consideration factors identified in IAS 21 The Effects of Changes in Foreign Exchange Rates. The June 2026 Convertible Senior Notes financing and changes to the Company’s structure and operations have resulted in a change to the functional currency in which the Company’s management conducts its operating, capital and financing decisions. Consequently, the functional currency of Almonty Industries Inc. became the United States dollar (“USD” or “US$”) effective June 1, 2026.
| 3. | Material accounting policies |
The significant accounting policies applied in the preparation of these unaudited interim condensed consolidated financial statements are consistent with those disclosed in Note 3 to the Company’s audited annual consolidated financial statements for the year ended December 31, 2025. There have been no other significant changes to the Company’s accounting policies during the three and nine months ended September 30, 2026, other than the addition of the accounting policy for derivatives as described below.
Derivatives
The Company may use its capped call instruments (“Capped Calls”) issued in connection with the June 2026 Convertible Senior Notes. A Capped Call is a derivative instrument that allows the Company to settle its conversion obligations in respect of the June 2026 Convertible Senior Notes in common shares, cash, or a combination of the two, to economically offset potential dilution arising from the conversion of the associated convertible instruments, subject to a cap. Capped Calls are classified as derivative assets, initially measured at fair value on the issuance date and subsequently remeasured at fair value at each reporting date, with changes in fair value recognized in other income (expenses) in the consolidated statements of operations.
| 8 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
As an accounting policy election, the Company does not reassess or reclassify financial instruments for changes in circumstances occurring after initial recognition, other than where reclassification is required by IFRS. Accordingly, financial instruments continue to be accounted for based on their classification at initial recognition. This policy applies consistently to similar changes in circumstances, including changes in the Company’s functional currency, which may otherwise have affected the classification of certain convertible debt instruments.
| 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 and nine months ended September 30, 2026, other than the valuation of derivative assets related to Capped Calls issued in connection with the June 2026 Convertible Senior Notes described in Note 10. The fair value of these instruments is determined using valuation techniques that incorporate significant unobservable inputs and is therefore classified within Level 3 of the fair value hierarchy.
| 5. | Cash |
As
at September 30, 2026, cash of $
| 6. | Inventories |
| September 30, 2026 | December 31, 2025 | |||||||
| Stores and fuel | $ | $ | ||||||
| Ore and in-process ore | ||||||||
| Finished goods – WO3 concentrate | ||||||||
| Current inventories | ||||||||
| Tailings | ||||||||
| Total inventories | $ | $ | ||||||
As at September 30, 2026 and December 31, 2025, tailings inventories are classified as long term as these inventories may not be processed within the next year.
| 9 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 | $ | $ | $ | $ | ||||||||||||||
| Additions | ||||||||||||||||||
| Acquisitions | 14 | |||||||||||||||||
| Change in restoration provisions | 12 | ( | ) | ( | ) | |||||||||||||
| Asset disposals | ( | ) | ( | ) | ( | ) | ||||||||||||
| Translation adjustment | ( | ) | ||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||
| Additions | ||||||||||||||||||
| Change in restoration provisions | 12 | ( | ) | ( | ) | |||||||||||||
| Asset disposals | ( | ) | ( | ) | ||||||||||||||
| Translation adjustment | ||||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||
| Accumulated Amortization | ||||||||||||||||||
| Balance at December 31, 2024 | $ | $ | $ | $ | ||||||||||||||
| Amortization | ||||||||||||||||||
| Asset disposals | ( | ) | ( | ) | ||||||||||||||
| Translation adjustment | ||||||||||||||||||
| Balance at December 31, 2025 | ||||||||||||||||||
| Amortization | ||||||||||||||||||
| Asset disposals | ( | ) | ( | ) | ||||||||||||||
| Translation adjustment | ( | ) | ||||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||
| Carrying Value | ||||||||||||||||||
| Balance at December 31, 2025 | $ | $ | $ | $ | ||||||||||||||
| Balance at September 30, 2026 | $ | $ | $ | $ | ||||||||||||||
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 September 30, 2026, no indicators of impairment or reversal of impairment existed (December 31, 2025 – none).
| 10 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| 8. | Accounts payable and accrued liabilities |
| September 30, 2026 | December 31, 2025 | |||||||
| Accounts payable | $ | $ | ||||||
| Accrued liabilities | ||||||||
| $ | $ | |||||||
| 9. | Warrant liabilities |
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 US$ per common share at December 31, 2025, to US$ per common share at September 30, 2026, has resulted in
the recognition of a loss for the nine months ended September 30, 2026 of $
Changes in the balance of the warrant liabilities for the nine months ended September 30, 2026 and year ended December 31, 2025 are summarized as follows:
Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| CDI options issued | ||||||||
| CDI options exercised | ( | ) | ( | ) | ||||
| CDI options reclassified to equity | ( | ) | ||||||
| Fair value revaluation on exercise of CDI options | ||||||||
| Fair value revaluation on amendment of exercise price | ( | ) | ||||||
| Fair value revaluation on CDI options at end of year | ||||||||
| Balance, end of period | $ | $ | ||||||
The fair value of the CDI options was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| September 30, 2026 | December 31, 2025 | |||||||
| Stock price | $ | $ | ||||||
| Exercise price | $ | $ | ||||||
| Expected life | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividends | ||||||||
| 11 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| 10. | Derivatives |
Derivative assets
On
June 9, 2026, in connection with the issuance of the June 2026 Convertible Senior Notes (Note 11), the Company closed on a Capped Call.
The Capped Calls were priced at the trade date (June 4, 2026) with a strike price equal to the initial conversion price of the June 2026
Convertible Senior Notes of US$, a cap price of US$ and a term consistent with the term of the June 2026 Convertible Senior
Notes. The purchase price for the Capped Calls was $
The Capped Calls are accounted for as a derivative instrument and are re-measured to fair value at each reporting date. The Capped Calls are classified as Level 3 of the fair value hierarchy under IFRS 13, Fair Value Measurement and valued using a Monte Carlo Simulation. The key assumptions used in the valuation model at September 30, 2026 are:
| Key Assumptions | September 30, 2026 | |||
| Stock price | US$ | |||
| Strike price | US$ | |||
| Cap | US$ | |||
| Expected life | ||||
| Risk-free interest rate | % | |||
| Counterparty credit spread | % | |||
| Expected volatility | Variable | * | ||
| * | Bloomberg OVDV Mid smile and 4-year and 5-year tenors |
As
of September 30, 2026, the fair value of the Capped Calls was $
Changes in the fair value of the derivative assets for the nine months ended September 30, 2026 and year ended December 31, 2025 are summarized as follows:
Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Issuances | ||||||||
| Change in fair value | ( | ) | ||||||
| Translation adjustment | ||||||||
| Balance, end of period | $ | $ | ||||||
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(d)).
| 12 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
In addition, during the period, the Company issued the June 2026 Convertible Senior Notes under which it retains the contractual right to settle the conversion obligation in cash (see Note 11(c)). Because the Company has a settlement alternative that would not result in the exchange of a fixed number of its own equity instruments, the conversion feature fails the conditions for equity classification under IAS 32 and is likewise accounted for as a derivative liability. In addition, the Company’s call (redemption) option, if exercised, gives the creditor the right to convert within two business days. The two embedded features are inter-related and have similar economic risks. Therefore, they have been valued on a combined basis and recorded as a derivative liability.
Changes in the fair value of the derivative liabilities for the nine months ended September 30, 2026 and year ended December 31, 2025 are summarized as follows:
Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Issuances | ||||||||
| Settlements | ( | ) | ||||||
| Change in fair value | ( | ) | ||||||
| Translation adjustment | ||||||||
| Balance, end of period | $ | $ | ||||||
| September 30, 2026 | December 31, 2025 | |||||||
| Classified as: | ||||||||
| Current | $ | $ | ||||||
| Non-current | ||||||||
| $ | $ | |||||||
The fair value of the derivative liabilities was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| September 30, 2026 | December 31, 2025 | |||||||
| Stock price | US$ | $ | ||||||
| Exercise price | US$ | $ | ||||||
| Expected life | ||||||||
| Risk-free interest rate | % | % | ||||||
| Expected volatility | % | % | ||||||
| Expected dividends | nil | nil | ||||||
| 13 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The fair value of derivative liabilities related to the June 2026 Convertible Senior Notes was estimated using a partial differential equation valuation model with the following assumptions:
| September 30, 2026 | June 4, 2026 | |||||||
| Stock price | US$ | US$ | ||||||
| Maturity date | ||||||||
| Bond price | ||||||||
| Dividend yield | % | % | ||||||
| Volatility | % | % | ||||||
| Credit spread | % | % | ||||||
| Interest rate curve | ||||||||
| 11. | Long-term debt |
| Note | September 30, 2026 | December 31, 2025 | ||||||||
| Term loans – Euro | (a) | $ | $ | |||||||
| Promissory notes – U.S. dollar | (b) | |||||||||
| Promissory note | (b) | |||||||||
| Convertible senior notes | (c) | |||||||||
| Convertible debentures | (d) | |||||||||
| Lease liabilities | (e) | |||||||||
| Mine construction loan facility | (f) | |||||||||
| Deferred financing costs | ( | ) | ( | ) | ||||||
| Less: current portion | ( | ) | ( | ) | ||||||
| $ | $ | |||||||||
| (a) | Term loans – Euro |
The
Company had a Euro-denominated corporate term loan facility with KfW totaling $
Daytal
Resources Spain S.L. (“Daytal”) has Euro-denominated term loan facilities totaling $
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 $
| 14 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Beralt
Tin & Wolfram (Portugal) S.A. (“BTW”), an indirect wholly-owned subsidiary of the Company, which owns 100% of the various
rights and interest comprising the Panasqueira Mine, has a Euro-denominated term loan with a balance of $
| (b) | Promissory notes |
The
Company issued two promissory notes each with a balance of $
The
Company issued a promissory note with a balance of $
The
Company issued a promissory note with a balance of $
The
Company issued a promissory note with a balance of $
On June 10, 2026, the Company delivered written notice to DRAG advising that it had completed its investigation and determined that the issuance of promissory notes and convertible debentures issued by the Company to DRAG (the “DRAG Debt Instruments”) had been procured by recently uncovered fraud resulting in the DRAG Debt Instruments being null and void and no underlying common shares being issued.
On August 17, 2026, the Company commenced legal proceedings in the Ontario Superior Court of Justice (Commercial List) seeking, among other things, a declaration that the promissory notes described above and the convertible debentures held by DRAG, described in Note 11(d), are void on the basis that they were procured by recently uncovered fraud in connection with the Company’s 2014 acquisition of the Wolfram Camp Mine from DRAG resulting in no underlying common shares being issued. The action further seeks to nullify stock options granted to Thomas Gutschlag on the basis of a breach of fiduciary duty related to the recently uncovered fraud and an order requiring the return of all 12,209,302 common shares and the $6 million convertible note issued to DRAG in the purchase of the Wolfram Camp Mine, or in the alternative, the disgorgement of any profits earned by DRAG on the disposition of the common shares. DRAG and Gutschlag have denied the Company’s allegations and are claiming entitlement to be paid pursuant to the DRAG Debt Instruments. The Company’s and DRAG’s legal proceedings have been combined. The DRAG Debt Instruments matured on October 31, 2026 but have not been repaid on the basis that the Company is claiming such instruments are void.
| 15 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| (c) | Convertible Senior Notes |
Changes in the balances of the June 2026 Convertible Senior Notes for the nine months ended September 30, 2026 and year ended December 31, 2025 are summarized as follows:
| Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Issuance of the June 2026 Convertible Senior Notes | ||||||||
| Less: fair value of embedded derivative (see Note 10) | ( | ) | ||||||
| Accretion | ||||||||
| Translation adjustment | ( | ) | ||||||
| Balance, end of period | ||||||||
| Less: transaction costs | ( | ) | ||||||
| Balance, net of transaction costs | $ | $ | ||||||
On
June 9, 2026, the Company issued the June 2026 Convertible Senior Notes for $
The
June 2026 Convertible Senior Notes are initially convertible at a conversion rate of
Holders may convert their June 2026 Convertible Senior Notes prior to maturity only upon the occurrence of specified contingent conversion events and during certain prescribed periods. Beginning April 1, 2031, holders may convert their June 2026 Convertible Senior Notes at any time until the close of business on the second scheduled trading day immediately preceding the maturity date.
Upon conversion, the Company may elect to settle its conversion obligation in cash, common shares, or a combination of cash and common shares. The Company retains the contractual right to settle the conversion feature in cash, giving rise to a settlement outcome that would not result in the issuance of the Company’s own equity instruments. As a result, the conversion feature fails the conditions for equity classification and is recognized as a derivative financial liability in accordance with IAS 32 and IFRS 9.
Beginning
on July 1, 2029, the Company may redeem all or a portion of the June 2026 Convertible Senior Notes for cash, at its option, if the last
reported sale price of its common shares exceeds
| 16 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
The June 2026 Convertible Senior Notes also contain a make-whole adjustment provision that increases the conversion rate for certain conversions occurring in connection with specified corporate events or certain redemption notices.
The June 2026 Convertible Senior Notes additionally contain holder repurchase rights upon the occurrence of certain fundamental changes and customary events of default. Any of these notes remaining outstanding at maturity are repayable in cash at par.
The early redemption feature and conversion option meet the definition of embedded derivatives (the “Embedded Derivatives”) and under IFRS, the Company has bifurcated the Embedded Derivatives from the host liability. The conversion option and redemption feature are treated as one unit on account of being closely related. The Embedded Derivatives are measured at fair value on issuance and at each reporting period, with changes in fair value recorded in other income (expenses) in the consolidated statement of operations. The host liability was recorded as the residual amount and subsequently measured at amortized cost.
The
Embedded Derivative in the June 2026 Convertible Senior Notes was bifurcated and recognized as a derivative liability at its estimated
fair value of $
For
the nine-month period ended September 30, 2026, the Company incurred interest expense of $
| (d) | Convertible debentures |
Changes in the balances of the convertible debentures for the nine months ended September 30, 2026 and year ended December 31, 2025 are summarized as follows:
| Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Debentures revalued, derivative liability component | ( | ) | ||||||
| Debentures converted for shares | ( | ) | ||||||
| Accretion | ||||||||
| Translation adjustment | ||||||||
| Balance, end of period | $ | $ | ||||||
| (i) | The
Company has an unsecured convertible debenture with a principal amount of $ |
| 17 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| (ii) | The
Company has a $ |
| (iii) | The
Company has a $ |
The convertible debentures held by DRAG are the subject of the legal proceedings described in Note 11(b).
| (e) | Lease liabilities |
Capital
leases relate to certain equipment and vehicles. The leases carry implied interest rates of between
| (f) | Mine construction loan facility |
During
June 2022, the Company entered into a US$
| 18 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| (g) | Debt repayment schedule |
Principal payments are due under the terms of the Company’s loans and leases for each of the following years ending September 30:
| 2027 | ||||
| 2028 | ||||
| 2029 | ||||
| 2030 | ||||
| 2031 | ||||
| Less: unamortized discount | ( | ) | ||
| Less: imputed interest on capital lease obligations | ( | ) | ||
| (h) | Debt continuity |
Changes in the balances of the long-term debt for the nine months ended September 30, 2026 and the year ended December 31, 2025 are summarized as follows:
| Nine Months Ended September 30, 2026 | Year
Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | $ | ||||||
| Cash flows: | ||||||||
| Issuance of debt | ||||||||
| Scheduled debt repayments | ( | ) | ( | ) | ||||
| Non-cash changes: | ||||||||
| Conversion of debt to shares | ( | ) | ||||||
| Accrued interest | ||||||||
| Amount reclassified to derivative liability | ( | ) | ( | ) | ||||
| Translation adjustment | ( | ) | ||||||
| Balance, end of period | ||||||||
(i) The Company’s term loans and convertible loans 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 September 30, 2026, the Company was in compliance with all covenants under its term loans and convertible loans. The DRAG Debt Instruments matured on October 31, 2026 but have not been repaid on the basis that the Company is claiming such instruments are void (see Note 11(b)). The non-payment of the DRAG Debt Instruments following their maturity has not resulted in a default under any other indebtedness of the Company.
| 19 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 | $ | |||
| Revisions in estimated cash flows and changes in assumptions | ( | ) | ||
| Acquisitions (Note 14) | ||||
| Accretion expense | ||||
| Translation adjustment | ||||
| Balance, at December 31, 2025 | $ | |||
| Revisions in estimated cash flows and changes in assumptions | ( | ) | ||
| Accretion expense | ||||
| Translation adjustment | ||||
| Balance, at September 30, 2026 | $ |
As
at September 30, 2026, there is a restoration provision of $
There
is a restoration provision of $
There
is a restoration provision of $
There
is a restoration provision of $
| (b) | Other liabilities |
Included
in other long-term liabilities is $
| 20 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 | $ | |||||||
| Shares issued for cash, net of issuance costs | ||||||||
| Shares issued for exercise of stock options | ||||||||
| Shares issued for exercise of CDI options | ||||||||
| Shares issued for exercise of warrants | ||||||||
| Shares issued for settlement of RSUs | ||||||||
| Shares issued for settlement of debt | ||||||||
| Shares issued for conversion of debt | ||||||||
| Shares issued on acquisition of 100% of US Tungsten, Inc. | ||||||||
| Outstanding at December 31, 2025 | $ | |||||||
| Shares issued for exercise of stock options | ||||||||
| Shares issued for exercise of CDI options | ||||||||
| Shares issued for exercise of warrants | ||||||||
| Shares issued for settlement of RSUs | ||||||||
| Shares issued for conversion of debt, net of issuance costs | ||||||||
| Shares repurchased under Share Repurchase Program | ( | ) | ( | ) | ||||
| Outstanding at September 30, 2026 | $ | |||||||
During
January 2025, Almonty issued CDI units, for net proceeds totaling $ (AUD $), 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 $, expiring
During
January 2025, Almonty issued common share units for net proceeds totaling $ 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 $, expiring
During January 2025, Almonty issued common shares as settlement of a $ debt.
During
February 2025, Almonty issued CDI units, for net proceeds totaling $ (AUD $), 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 $, expiring
| 21 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
During
May 2025, Almonty issued common shares upon conversion of an outstanding $
During
June 2025, Almonty issued common shares upon conversion of an outstanding $
During
July 2025, Almonty issued common shares in the United States, for net proceeds totaling $
During
September 2025, Almonty issued common shares upon conversion of an outstanding $
During
November 2025, Almonty issued common shares, at a market price of $ per common share, amounting to $
During
December 2025, Almonty issued common shares in conjunction with an underwritten public offering, for net proceeds totaling
$
During
December 2025, Almonty issued common shares upon conversion of an outstanding $
During January 2026, Almonty issued common shares upon conversion of an outstanding $ debenture.
Share Repurchase Program
The Company commenced a Share Repurchase Program on August 24, 2026 which will permit the purchase of up to common shares for an aggregate purchase price of up to US$ over a 36-month period ending August 24, 2029. Purchases may be made on the open market through the facilities of the Nasdaq at market price. The actual number of common shares that may be purchased under the Share Repurchase Program and the timing of any such purchases will be determined by Almonty.
During the nine months ended September 30, 2026, the Company purchased and cancelled of its common shares at a weighted average price of US$ (see Note 24(b)).
| 22 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
CDI options and Warrants
For the nine months ended September 30, 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 | ||||||||||||
| CDI Options and Warrants issued | ||||||||||||
| CDI Options and Warrants exercised | ( | ) | ( | ) | ( | ) | ||||||
| Warrants expired | ( | ) | ( | ) | ||||||||
| Total outstanding at December 31, 2025 | ||||||||||||
| CDI Options and Warrants exercised | ( | ) | ( | ) | ( | ) | ||||||
| Total outstanding at September 30, 2026 | ||||||||||||
Range
of Exercise Prices | Number
Outstanding and Exercisable | Weighted
Average Remaining Contractual Life | Weighted
Average Exercise Price | |||||||||||
| $ | $ | |||||||||||||
| Total Warrants | $ | |||||||||||||
Incentive stock options
Under the Company’s Omnibus Equity Incentive Plan (the “Omnibus Plan”) and the Company’s Fourth 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.. Stock options can be granted for a maximum term of 15 years and vest at the discretion of the Board of Directors of Almonty. 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.
Number of Stock Options | ||||
| Options outstanding at December 31, 2024 | ||||
| Options granted | ||||
| Options exercised | ( | ) | ||
| Options forfeited upon cashless exercise | ( | ) | ||
| Options expired | ( | ) | ||
| Options outstanding at December 31, 2025 | ||||
| Options granted | ||||
| Options exercised | ( | ) | ||
| Options forfeited upon cashless exercise | ( | ) | ||
| Options cancelled | ( | ) | ||
| Options expired | ( | ) | ||
| Options outstanding at September 30, 2026 | ||||
| 23 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Range
of Exercise Prices | Number Outstanding | Number Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
| $ - $ | $ | |||||||||||||||
| $ - $ | $ | |||||||||||||||
| $ - $ | $ | |||||||||||||||
| Total Options | $ | |||||||||||||||
During February 2025, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
During February 2025, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
During March 2025, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
During March 2025, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
| 24 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
During April 2025, the Company granted stock options to directors, officers, 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
During November 2025, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
During May 2026, the Company granted 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 $ per common share. The grant resulted in the recording of share-based compensation expense of $. The value of the stock options granted was determined using the Black-Scholes Option Pricing Model using a risk-free interest rate of %, volatility of % based on historical volatility, expected life of , and expected dividend yield.
A total of stock options included on the table of outstanding options above (the “Gutschlag Options”) are held by Dr. Thomas Gutschlag, a former director of the Company, and are the subject of litigation. Dr. Gutschlag is a defendant in the legal proceedings described in Note 11(b), in which the Company is seeking, among other things, a declaration that the Gutschlag Options are void on the basis that Dr. Gutschlag breached his fiduciary duties as a director of the Company by concealing the fraud described in Note 11(b).
Restricted share units
RSUs granted under the Company’s Restricted Share Unit 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.
| 25 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
For the nine months ended September 30, 2026 and year ended December 31, 2025, the outstanding RSUs, are summarized as follows:
| Number of RSUs | ||||
| RSUs outstanding at December 31, 2024 | ||||
| RSUs granted | ||||
| RSUs settled | ( | ) | ||
| RSUs outstanding at December 31, 2025 | ||||
| RSUs granted | ||||
| RSUs settled | ( | ) | ||
| RSUs outstanding at September 30, 2026 | ||||
The following table discloses the number of RSUs and contractual life as at September 30, 2026:
Range
of Exercise Prices | Number Outstanding | Number Vested | Weighted Contractual | Weighted Average Exercise Price | ||||||||||||
| $ - $ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
| $ | $ | |||||||||||||||
| Total RSUs | $ | |||||||||||||||
During the year ended December 31, 2025, the Company granted RSUs to directors of the Company under its Omnibus Plan, which vested on the grant date. The RSUs were determined to have a value of $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
During April 2025, the Company granted RSUs to an officer of the Company under its Omnibus Plan, vesting at the completion of certain key events. The RSUs were determined to have a value of $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
During December 2025, the Company granted RSUs to an officer of the Company under its Omnibus 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 $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
During January 2026, the Company granted RSUs to officers of the Company under its Omnibus 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 $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
| 26 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
During March 2026, the Company granted RSUs to an officer of the Company under its Omnibus 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 $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $). The Company settled these RSUs with cash during the period.
During the nine months ended September 30, 2026, the Company granted RSUs to directors of the Company under its Omnibus Plan, which vested on the grant date. The RSUs were determined to have a value of $ based on the share price at the date of grant. A share-based compensation expense of $ related to these RSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
Deferred share units
Deferred share units (“DSUs”) granted under the Company’s Omnibus Plan to employees vest in accordance with the conditions determined at the time of grant. DSUs issued were valued based on the value of the underlying shares at the date of issuance.
| Number of DSUs | ||||
| DSUs outstanding at December 31, 2024 and 2025 | ||||
| DSUs granted | ||||
| DSUs outstanding at September 30, 2026 | ||||
During the nine months ended September 30, 2026, the Company granted DSUs to directors of the Company under its Omnibus Plan, which vested on the grant date. The DSUs were determined to have a value of $ based on the share price at the date of grant. A share-based compensation expense of $ related to these DSUs was recorded during the nine months ended September 30, 2026 (nine months ended September 30, 2025 - $).
| 27 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| 14. | Acquisitions |
| (a) | Acquisition of Gentung |
On
November 14, 2025, Almonty acquired a
Almonty
acquired
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.
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 | $ | |||
| Total assets | $ | |||
| Liabilities assumed | ||||
| Nil | $ | - | ||
| Total liabilities | $ | |||
| Net assets acquired | $ | |||
| Consideration: | ||||
| Cash | $ | |||
| Common shares | $ | (US$) | ||
| Total consideration | $ | |||
Transaction
costs of $
| (b) | Acquisition of Apex |
On
November 15, 2025, Almonty acquired a
Almonty
acquired
| 28 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
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.
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 | $ | |||
| Restoration Provisions asset | $ | |||
| Total assets | $ | |||
| Liabilities assumed | ||||
| Rehabilitation provision | $ | |||
| Total liabilities | $ | |||
| Net assets acquired | $ | |||
| Consideration: | ||||
| Cash | $ | |||
| Total consideration | $ | |||
Transaction
costs of $
| 15. | Employee compensation |
The
Company incurred employee compensation and benefit expenses of $
| 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); |
| 29 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| ● | 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; |
| ● | 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 nine months ended September 30, 2026 is as follows:
| Los Santos Mine | Valtreixal Mine | Sangdong Mine | Panasqueira Mine | Gentung Tungsten | Corporate | Total | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Care and maintenance costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| (Loss) income from mining operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||
| Loss on valuation of warrant liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| Gain on valuation of embedded derivative liabilities | ||||||||||||||||||||||||||||
| Loss on valuation of embedded derivative asset | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net (loss) income before tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
| 30 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| As at September 30, 2026 | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||||||
| Non-current | ||||||||||||||||||||||||||||
| Total Assets | ||||||||||||||||||||||||||||
| Total Liabilities | ||||||||||||||||||||||||||||
| As at December 31, 2025 | ||||||||||||||||||||||||||||
| Assets | ||||||||||||||||||||||||||||
| Current | ||||||||||||||||||||||||||||
| Non-current | ||||||||||||||||||||||||||||
| Total Assets | ||||||||||||||||||||||||||||
| Total Liabilities | ||||||||||||||||||||||||||||
Segmented information for the nine months ended September 30, 2025 is as follows:
| Los
Santos Mine | Valtreixal Mine | Sangdong Mine | Panasqueira Mine | Gentung Tungsten | Corporate | Total | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Care and maintenance costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| (Loss) income from mining operations | ( | ) | ||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Loss on valuation of warrant liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loss on valuation of embedded derivative liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| Loss before tax | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
| 31 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
Segmented information for the three months ended September 30, 2026 is as follows:
| Los
Santos Mine | Valtreixal Mine | Sangdong Mine | Panasqueira Mine | Gentung Tungsten Project | Corporate | Total | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Care and maintenance costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
(Loss) income from mining operations | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||||||||||||||||||||
| Interest income | ||||||||||||||||||||||||||||
| Loss on valuation of warrant liabilities | ||||||||||||||||||||||||||||
| Gain on valuation of embedded derivative liabilities | ||||||||||||||||||||||||||||
| Loss on valuation of embedded derivative asset | ( | ) | ( | ) | ||||||||||||||||||||||||
| (Loss) income before tax | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
Segmented information for the three months ended September 30, 2025 is as follows:
| Los
Santos Mine | Valtreixal Mine | Sangdong Mine | Panasqueira Mine | Gentung Tungsten Project | Corporate | Total | ||||||||||||||||||||||
| Revenue | ||||||||||||||||||||||||||||
| Production costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Care and maintenance costs | ( | ) | ( | ) | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| (Loss) income from mining operations | ( | ) | ||||||||||||||||||||||||||
| Expenses | ||||||||||||||||||||||||||||
| General and administrative | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| Interest expense | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Share-based compensation | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign exchange gain (loss) | ( | ) | ||||||||||||||||||||||||||
| Gain on valuation of warrant liabilities | ||||||||||||||||||||||||||||
| Loss on valuation of embedded derivative liabilities | ( | ) | ( | ) | ||||||||||||||||||||||||
| (Loss) income before tax | ( | ) | ( | ) | ||||||||||||||||||||||||
| Capital expenditures | ||||||||||||||||||||||||||||
| 32 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 | Nine months ended September 30, 2026 | Nine
months ended September 30, 2025 | September 30, 2026 | December 31, 2025 | ||||||||||||
| Portugal | $ | $ | $ | $ | ||||||||||||
| Spain | ||||||||||||||||
| South Korea | ||||||||||||||||
| United States | ||||||||||||||||
| Total | $ | $ | $ | $ | ||||||||||||
| 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 derivative assets, warrant liabilities 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.
| 33 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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, $
Foreign currency risk
Foreign exchange risk arises from monetary financial assets and liabilities denominated in currencies other than the functional currency of the respective entity within the Company.
Effective June 1, 2026, the functional currency of Almonty Industries Inc. changed from CAD to USD (see Note 2). The Company’s presentation currency remains the Canadian dollar. The Company is primarily exposed to fluctuations in the Canadian dollar, Euro and Australian dollar relative to the U.S. dollar, while certain subsidiaries continue to have functional currencies of the Canadian dollar, Euro and Korean Won (“KRW”). The Company does not currently enter into foreign exchange contracts to hedge its foreign currency exposures.
The Company’s USD functional currency businesses have the following financial instruments denominated in foreign currencies, expressed in the presentation currency as at September 30, 2026:
| CAD | EURO | |||||||
| Financial assets | ||||||||
| Cash | ||||||||
| Taxes recoverable | ||||||||
| Financial liabilities | ||||||||
| Accounts payable and accrued liabilities | ( | ) | ||||||
| Long-term debt | ( | ) | ||||||
| Net financial liabilities | ( | ) | ||||||
A
5.0% change in the value of the CAD relative to the above currencies would change net income for the nine months ended September 30,
2026 by approximately $(
The Company’s Euro functional currency businesses have the following financial instruments denominated in foreign currencies, expressed in the presentation currency as at September 30, 2026:
| USD | ||||
| Financial assets | ||||
| Cash | ||||
| Trade receivables | ||||
| Net financial assets | ||||
| 34 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
A
5.0% change in the value of the Euro relative to the above currencies would change net income for the nine months ended September 30,
2026 by approximately $
The Company’s KRW functional currency businesses have the following financial instruments denominated in foreign currencies, expressed in the presentation currency as at September 30, 2026:
| USD | ||||
| Financial assets | ||||
| Cash | ||||
| Financial liabilities | ||||
| Accounts payable and accrued liabilities | ( | ) | ||
| Long-term debt | ( | ) | ||
| Net financial liabilities | ( | ) | ||
A
5.0% change in the value of the KRW relative to the above currencies would change net income for the nine months ended September 30,
2026 by approximately $(
| (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 $
| (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 September 30, 2026, the Company held cash of approximately $
| 35 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 September 30, 2026, Almonty had approximately $
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 September 30, 2026 are as follows:
| Less
than 1 year | 1-2 years | 3-4 years | After
5 years | Total | ||||||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||||||
| Term and other loans – Euro | ||||||||||||||||||||
| Term and other loans – US dollar | ||||||||||||||||||||
| Promissory note | ||||||||||||||||||||
| Convertible senior notes | ||||||||||||||||||||
| Convertible debentures | ||||||||||||||||||||
| Lease liabilities | ||||||||||||||||||||
| Mine construction facility | ||||||||||||||||||||
| 36 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 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 nine months ended September 30, 2026 and year ended December 31, 2025. There were no changes to the Company’s approach to capital management during the nine months ended September 30, 2026 other than its repurchase of shares pursuant to its Share Repurchase Program as described in Note 13 above.
| 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 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 nine months ended September 30, 2026, the Company paid or accrued compensation to key management personnel, which includes the Company’s
Chief Executive Officer, Chief Financial Officer, Chief Operating Officer, Chief Development Officer and members of the Board of Directors
totaling $
| 37 |
Almonty Industries Inc.
Notes to the Unaudited Interim Condensed Consolidated Financial Statements
Three and Nine Months Ended September 30, 2026 and 2025
(in thousands of Canadian dollars except for per common share amounts and unless otherwise noted)
| 21. | Supplementary cash flow information |
Nine months ended September 30, 2026 | Nine
months ended September 30, 2025 | |||||||
| Non-cash investing and financing activities | $ | $ | ||||||
| Mining assets additions included in accounts payable | ||||||||
| Amortization capitalized to mining assets | ||||||||
| Revision in estimate in restoration provision | ( | ) | ||||||
| Shares issued on cashless exercise of options | ||||||||
| Shares issued on exercise of CDI options | ||||||||
| Shares issued on exercise of warrants | ||||||||
| Shares issued on settlement of RSUs | ||||||||
| Shares issued for conversion of debt | ||||||||
| Shares issued for settlement of debt | ||||||||
| 22. | Schedule of general and administrative expenses |
| Nine months ended September 30, 2026 | Nine months ended September 30, 2025 | |||||||
| Legal, audit and accounting | $ | $ | ||||||
| Consulting fees | ||||||||
| Salaries and wages | ||||||||
| Office and travel | ||||||||
| Marketing and shareholder communications | ||||||||
| $ | $ | |||||||
| 23. | Interest expense |
Nine months ended September 30, 2026 | Nine
months ended September 30, 2025 | |||||||
| Interest expense on debt, net of capitalized interest | $ | $ | ||||||
| Accretion of convertible debentures | ||||||||
| Accretion of convertible senior notes | ||||||||
| $ | $ | |||||||
| 24. | Subsequent events |
Subsequent to September 30, 2026, the Company:
| (a) | granted DSUs to directors of the Company under its Omnibus Plan, which vested on the grant date. |
| (b) | purchased and cancelled of its common shares at a weighted average price of US$. |
| (c) | issued common shares in conjunction with the settlement of RSUs. |
| 38 |
Exhibit 99.3
Management’s Discussion and Analysis
Three and Nine Months Ended September 30, 2026
REPORT DATED: November 12, 2026
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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. | Overall Performance and Discussion of Operations | 4 |
| 4. | Outstanding Share Data | 15 |
| 5. | Liquidity and Capital Resources | 19 |
| 6. | Off-Balance Sheet Arrangements | 22 |
| 7. | Related Party Transactions | 22 |
| 8. | Proposed Material Transactions | 22 |
| 9. | Critical Accounting Estimates | 22 |
| 10. | Changes in Accounting Policies | 22 |
| 11. | Financial Instruments and Risk Management | 22 |
| 12. | Disclosure Controls and Procedures and Internal Control over Financial Reporting | 23 |
| 13. | Risks and Uncertainties | 25 |
| 14. | Restoration Provision | 26 |
| 15. | Emerging Market Issuer Disclosure | 27 |
| 16. | Forward-looking Information | 31 |
| 17. | General | 34 |
| 18. | Additional Information | 34 |
| 19. | Management’s Responsibility for Financial Statements | 34 |
| 20. | Glossary of Terms | 35 |
| Page | 1 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 November 12, 2026, provides a review of, and discusses the financial position and results of operations of, Almonty Industries Inc. (Nasdaq: ALM; Frankfurt: ALI1) (“Almonty” or the “Company”) for the three and nine months ended September 30, 2026. It should be read in conjunction with the unaudited condensed interim consolidated financial statements of the Company and notes thereto for the three and nine months ended September 30, 2026 (the “Q3-2026 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”), as well as evaluating its Valtreixal tin and tungsten mine project located in Western Spain in the province of Zamora (the “Valtreixal Mine”) and its unpatented tungsten mining claims located in Beaverhead County, Montana in the 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.
Recent Developments
During the three months ended September 30, 2026:
| ● | On July 14, 2026, Almonty announced that it had entered into an amendment to its long-term offtake agreement with Global Tungsten & Powders LLC, a member of Austria’s Plansee Group, covering tungsten concentrate produced from Phase I of the Sangdong Mine. The amendment extends the term of the agreement by six years, increases total contracted volumes by 40% and improves the pricing payable to Almonty on all contracted volumes by approximately 6.3%. |
| Page | 2 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| ● | On July 15, 2026, Almonty repaid, in full, its €14,661 term loan with KfW IPEX-Bank GmbH (“KfW”). | |
| ● | On July 17, 2026, Almonty announced the voluntary delisting of its common shares from the TSX effective as of the close of trading on July 31, 2026. | |
| ● | On July 23, 2026, Almonty announced that it received formal approval from the ASX to be removed from the official list of the ASX, with delisting occurring on September 1, 2026. The Company’s CDIs were suspended and ceased to trade on the ASX at the close of trading on August 28, 2026. | |
| ● | The Company commenced a share repurchase program (the “Share Repurchase Program”) on August 24, 2026 which will permit the purchase of up to 14,400,000 common shares for an aggregate purchase price of up to US$300,000 over a 36-month period ending August 24, 2029. Purchases may be made on the open market through the facilities of the Nasdaq and/or alternative trading systems at market price, as well as by other means permitted by stock exchange rules and Canadian and U.S. securities laws. The actual number of common shares that may be purchased under the Share Repurchase Program and the timing of any such purchases will be determined by Almonty. During the three and nine months ended September 30, 2026, the Company purchased and cancelled 2,914,739 of its common shares at a weighted average price of US$16.58. | |
| ● | On September 14, 2026, the Company announced that it has entered into a binding agreement with the Government of Rwanda (the “GOR”) under which the GOR will receive a 25% interest in Almonty Rwanda Pty Ltd (“Almonty Rwanda”) in exchange for the contribution of the Shyorongi tungsten exploration concession and a mineral processing license, with Almonty holding the remaining 75%. | |
| ● | On September 17, 2026, the Company announced that it has entered into a long-term tungsten concentrate supply agreement with Wolfram Bergbau und Hütten AG (“WBH”), a subsidiary of the Sandvik Group, covering retreatment (“recycling”) of the Company’s existing tailings stockpile at the Los Santos Mine in western Spain. The agreement is intended to create an expedited tungsten supply solution with the ability to deliver concentrate in notably less time than the development of a traditional mine. The agreement, which includes a conditional pay to play upfront US$3.0 million one-time payment for the offtake rights, is structured on a take-or-pay basis and is entered into in anticipation of the re-commencement of production at the Los Santos Mine, an open-pit scheelite skarn operation located approximately 50 kilometres south of Salamanca that has been in planned care and maintenance since February 2020. Material supplied under the agreement will be drawn from the retreatment of the mine’s existing tailings inventory. | |
| ● | On September 21, 2026, the Company announced that it has received mining facility inspection certificates for the processing plant and crushing facilities at the Sangdong Mine. Issued September 17, 2026, the certificates authorize Almonty to commercially operate the facilities. This was the final administrative requirement necessary to enable Almonty to begin commercially processing tungsten concentrate at the Sangdong Mine for the South Korean market and export overseas. |
| Page | 3 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Subsequent Events
Subsequent to the three months ended September 30, 2026:
| ● | For the three and nine months ended September 30, 2026, Almonty accrued mineral royalties payable to the Portuguese government at a rate of 19.7% of revenue for the Panasqueira Mine. Almonty has been advised that the Portuguese government intends to reduce the royalty rate to 4.0%, retroactive to the beginning of 2026, to align the royalty rate with those applicable to Portugal’s two other metal mines. | |
| ● | The Sangdong Mine loaded its first cargo of tungsten at the port of Busan for shipment to an overseas customer. | |
| ● | With the final operational permit obtained for the Sangdong Mine, the Korean government initiated the process to release the agreed KRW10bn subsidy (US$7.5m) to Almonty. | |
| ● | With the ramp-up of the Sangdong Mine Phase I in process, Almonty initiated mine infrastructure works for the Sangdong Mine Phase II Expansion. | |
| ● | Almonty Rwanda launched its operations, securing purchase contracts to export more than 100 tonnes of tungsten ore and hiring a mining manager to oversee local operations. |
| 3. | Overall Performance and Discussion of Operations |
Financial Information
The following financial information is for the three and nine months ended September 30, 2026 and 2025:
| Three months ended | Nine months ended | |||||||||||||||
| 30-Sep-26 | 30-Sep-25 | 30-Sep-26 | 30-Sep-25 | |||||||||||||
| $’000 | $’000 | $’000 | $’000 | |||||||||||||
| Gross revenue | 41,889 | 8,695 | 110,278 | 23,795 | ||||||||||||
| Mine production costs | 15,374 | 6,916 | 43,471 | 21,085 | ||||||||||||
| Care and maintenance | 295 | 292 | 902 | 856 | ||||||||||||
| Depreciation and amortization | 236 | 233 | 808 | 792 | ||||||||||||
| Income from mining operations | 25,984 | 1,254 | 65,097 | 1,062 | ||||||||||||
| General and administrative costs | 11,634 | 3,772 | 27,626 | 11,266 | ||||||||||||
| Non-cash compensation costs | 227 | 727 | 4,979 | 8,351 | ||||||||||||
| Loss before the under noted items | 14,123 | (3,245 | ) | 32,492 | (18,555 | ) | ||||||||||
| Interest income | 10,615 | 97 | 16,784 | 97 | ||||||||||||
| Interest expense | (23,397 | ) | (1,061 | ) | (29,633 | ) | (3,389 | ) | ||||||||
| Gain (loss) on valuation of embedded derivative liability | 104,668 | (288 | ) | 302,683 | (10,139 | ) | ||||||||||
| Loss on valuation of embedded derivative asset | (57,075 | ) | - | (87,758 | ) | - | ||||||||||
| Loss on valuation of warrant liabilities | 355 | 34,513 | (2,253 | ) | (29,381 | ) | ||||||||||
| Foreign exchange gain (loss) | 7,567 | 3,338 | 10,065 | 1,924 | ||||||||||||
| Tax provision | (6,621 | ) | (163 | ) | (15,612 | ) | (197 | ) | ||||||||
Net income (loss) for the period | 50,235 | 33,191 | 226,768 | (59,640 | ) | |||||||||||
| Earnings (loss) per share – basic | $ | 0.17 | $ | 0.15 | $ | 0.80 | $ | (0.30 | ) | |||||||
| Earnings (loss) per share – diluted | $ | 0.17 | $ | 0.13 | $ | 0.72 | $ | (0.30 | ) | |||||||
| Dividends | - | - | - | - | ||||||||||||
| Cash flows provided by (used in): | ||||||||||||||||
| Operating activities | 42,019 | (6,773 | ) | |||||||||||||
| Investing activities | (61,694 | ) | (50,544 | ) | ||||||||||||
| Financing activities | 868,309 | 161,826 | ||||||||||||||
| Page | 4 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 | Nine months ended | |||||||||||||||
| 30-Sep-26 | 30-Sep-25 | 30-Sep-26 | 30-Sep-25 | |||||||||||||
| $’000 | $’000 | $’000 | $’000 | |||||||||||||
| Production Costs: | ||||||||||||||||
| Allocated from (to inventory) | (600 | ) | 1,037 | (163 | ) | 507 | ||||||||||
| Mining ore costs | 4,741 | 3,631 | 16,018 | 12,637 | ||||||||||||
| Processing costs | 2,658 | 1,971 | 7,537 | 7,355 | ||||||||||||
| Selling costs | 103 | 64 | 280 | 200 | ||||||||||||
| Royalties | 8,472 | 213 | 19,799 | 386 | ||||||||||||
| Total Production Costs | 15,374 | 6,916 | 43,471 | 21,085 | ||||||||||||
The following table sets forth a summary of the Company’s consolidated financial position as of the dates presented:
| 30-Sep-26 | 31-Dec-25 | |||||||
| $’000 | $’000 | |||||||
| Cash | 1,148,607 | 268,409 | ||||||
| Total assets | 1,626,485 | 589,732 | ||||||
| Long-term debt | 810,875 | 162,113 | ||||||
| Shareholders’ equity | 560,051 | 357,811 | ||||||
| Other | ||||||||
| Outstanding common shares (‘000) | 285,670 | 262,776 | ||||||
| Weighted average outstanding common shares (‘000) | ||||||||
| Basic | 283,996 | 276,315 | ||||||
| Fully-diluted | 314,103 | 276,315 | ||||||
| Closing common share price | US$ | 13.16 | US$ | 8.81 | ||||
Analysis of Financial Information
Gross revenue for the three months ended September 30, 2026 was $41,889 (a 382% increase over the $8,695 of revenue recorded for the three months ended September 30, 2025) and $110,278 for the nine months ended September 30, 2026 (a 363% increase over the $23,795 of revenue recorded for the nine months ended September 30, 2025). In addition, as at September 30, 2026, $5,948 was included in deferred revenue which amount will be recorded as revenue in Q4-2026.
Production at the Panasqueira Mine during the three months ended September 30, 2026 decreased by 11.9% compared to the three months ended September 30, 2025 and decreased 16.1% for the nine months ended September 30, 2026 compared to the nine months ended September 30, 2025. Decreased overall production at the Panasqueira Mine was a result of a lower amount of ore mined and processed during the three and nine months ended September 30, 2026 when compared to the three and nine months ended September 30, 2025.
Shipment volumes from the Panasqueira Mine decreased by 12.6% overall in the three months ended September 30, 2026 and 15.3% overall in the nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025.
| Page | 5 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Overall revenue at the Panasqueira Mine increased by $33,194 (or 381.7%) in the three months ended September 30, 2026, or $86,483 (or 363.4%) for the nine months ended September 30, 2026, when compared to the three and nine months ended September 30, 2025 as a result of the significant increase in the selling price of APT concentrate. As at September 30, 2026, the Company recorded deferred revenue of $5,948 (December 31, 2025: $3,071) relating to shipments of concentrate that occurred during the first week of October 2026.
Mine production costs at the Panasqueira Mine for the three months ended September 30, 2026 (including direct mining costs, milling costs, tailings costs and waste rock stripping costs associated with current production) were $15,374 (or 36.7% of revenue), compared to $6,916 (or 79.5% of revenue) for the three months ended September 30, 2025, and $43,471 (or 39.4% of revenue) for the nine months ended September 30, 2026, compared to $21,085 (or 88.6% of revenue) for the nine months ended September 30, 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 or nine months ended September 30, 2026 or September 30, 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 September 30, 2026 was $25,984, compared to $1,254 for the three months ended September 30, 2025, and income from mining operations of $65,097 for the nine months ended September 30, 2026, compared to $1,062 for the nine months ended September 30, 2025.
General and administrative costs of $11,634 incurred during the three months ended September 30, 2026, or $27,626 for the nine months ended September 30, 2026, were significantly higher than the $3,772 recorded during the three months ended September 30, 2025, or $11,266 for the nine months ended September 30, 2025. General and administrative costs include increased employee salaries for the Company’s expanded management team 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, consulting, accounting, legal and other professional fees, travel and consulting services related to ERP and other systems spending and to preparation for an upcoming change from International Financial Reporting Standards (“IFRS”) to U.S. Generally Accepted Accounting Principles (“GAAP”) (see “Risks and Uncertainties”).
| Page | 6 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Interest income of $10,615 was earned on excess cash balances during the three months ended September 30, 2026, or $16,784 for the nine months ended September 30, 2026.
Interest expense of $23,397 recorded during the three months ended September 30, 2026, or $29,633 for the nine months ended September 30, 2026, was significantly higher than the $1,061 recorded during the three months ended September 30, 2025, or $3,389 for the nine months ended September 30, 2026. The increase resulted from the recording of non-cash accretion expense relating to the June 2026 Convertible Senior Notes that were issued during June 2026. (see Note 23 of the Company’s Q3-2026 Financial Statements for further details).
A foreign exchange gain on the revaluation of interest-bearing long-term debt and non-interest-bearing trade payables denominated in United States dollars, and in Euro, of $7,567 was recorded during the three months ended September 30, 2026, or $10,065 for the nine months ended September 30, 2026, due to the appreciation of the Canadian dollar versus the United States dollar and Euro. This compared to a foreign exchange gain of $3,338 recorded for the three months ended September 30, 2025 or $1,924 for the nine months ended September 30, 2025.
A gain on valuation of embedded derivative liabilities of $104,668 was recorded during the three months ended September 30, 2026, or $302,683 for the nine months ended September 30, 2026, in conjunction with various convertible debentures, compared to a loss of $288 during the three months ended September 30, 2025, or a loss of $10,139 during the nine months ended September 30, 2025. (see Note 10 of the Company’s Q3-2026 Financial Statements for further details).
A loss on valuation of embedded derivative asset of $57,075 was recorded during the three months ended September 30, 2026, or $87,758 for the nine months ended September 30, 2026, in conjunction with a capped call instrument arrangement. (see Note 10 of the Company’s Q3-2026 Financial Statements for further details).
Net income for the three months ended September 30, 2026 was $50,235 or $0.17 per common share, or $226,768 or $0.80 per common share for the nine months ended September 30, 2026. This compares to net income of $33,191, or ($0.15) per common share, for the three months ended September 30, 2025, or a net loss of ($59,640) or ($0.30) per common share, for the nine months ended September 30, 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 during Q4-2026. 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, among other factors, 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.
| Page | 7 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
During September 2026, the Company announced that it has received mining facility inspection certificates for the processing plant and crushing facilities at the Sangdong Mine in Yeongwol, Gangwon Province, South Korea. Issued September 17, 2026, the certificates authorize Almonty to commercially operate the facilities. This was the final administrative requirement necessary to enable Almonty to begin commercially processing tungsten concentrate at the Sangdong Mine for the South Korean market and export overseas.
Tungsten Oxide Facility
The Company also intends to develop 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 Phase II 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 with UTG Universaltechnik GmbH, forming the basis for current design and cost planning. The Tungsten Oxide Facility is expected 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 or elsewhere, 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.
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 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.
Mined grades for the period from January 1, 2025 to September 30, 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.
Tungsten recovery rates for the period from January 1, 2025 to September 30, 2026 remained generally stable compared to recovery rates 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.
Production of by-product metals, namely copper and tin, provide additional revenue streams that support the cash flow profile of the Panasqueira Mine
| Page | 8 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Los Santos Mine
In February 2020, as a result of additional testing work, Almonty placed the Los Santos Mine into care and maintenance. However, the Company is expecting to reopen operations in the near future in conjunction with a long-term tungsten concentrate supply agreement with WBH, a subsidiary of the Sandvik Group, covering retreatment (“recycling”) of the Company’s existing tailings stockpile at the Los Santos Mine in western Spain. The agreement is intended to create an expedited tungsten supply solution with the ability to deliver concentrate in notably less time than the development of a traditional mine. The agreement, which includes a conditional pay to play up-front US$3.0 million one-time payment for the offtake rights, is structured on a take-or-pay basis and is entered into in anticipation of the re-commencement of production at the Los Santos Mine, an open-pit scheelite skarn operation located approximately 50 kilometres south of Salamanca that has been in planned care and maintenance since February 2020. Material supplied under the agreement will be drawn from the retreatment of the mine’s existing 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 Apex Garnet Inc., a privately-owned 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 United States 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.
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 approximately 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.
| Page | 9 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
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 defence applications.
APT pricing increased significantly during fiscal 2025 and into the third quarter of 2026, with mid-market prices rising from US$330 per MTU in January 2025 to US$2,800 per MTU by the end of September 2026 (Source: Metal Bulletin (“MB”), ammonium para tungstate (APT), European (US$/MTU)).
Near the end of fiscal 2025 and into the fourth 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$2,650 per MTU as at November 6, 2026, based on market quotations.
APT prices have shown an upward trend since the fourth quarter of 2024, which has 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 Company’s Annual Information Form dated March 18, 2026 for the year ended December 31, 2025 (the “AIF”).
The average of the high and low weekly quoted price for European APT according to the MB European weekly quotation for APT (from which Almonty’s concentrate prices are derived by the formulae under its supply agreements) averaged the following:
| Three Months Ended | Tungsten APT European Average High-Low US $ / MTU | Year Ended | Tungsten APT European Average High-Low US $ / MTU | Three Months Ended | Tungsten APT European Average High-Low US $ / MTU | Year Ended | Tungsten APT European Average High-Low US $ / MTU | |||||||||||||||
| 31-Dec-19 | $ | 242 | 31-Dec-19 | $ | 253 | |||||||||||||||||
| 31-Mar-20 | $ | 236 | 31-Mar-24 | $ | 316 | |||||||||||||||||
| 30-Jun-20 | $ | 224 | 30-Jun-24 | $ | 348 | |||||||||||||||||
| 30-Sep-20 | $ | 213 | 30-Sep-24 | $ | 335 | |||||||||||||||||
| 31-Dec-20 | $ | 228 | 31-Dec-20 | $ | 225 | 31-Dec-24 | $ | 333 | 31-Dec-24 | $ | 333 | |||||||||||
| 31-Mar-21 | $ | 274 | 31-Mar-25 | $ | 360 | |||||||||||||||||
| 30-Jun-21 | $ | 275 | 30-Jun-25 | $ | 453 | |||||||||||||||||
| 30-Sep-21 | $ | 306 | 30-Sep-25 | $ | 615 | |||||||||||||||||
| 31-Dec-21 | $ | 322 | 31-Dec-21 | $ | 294 | 31-Dec-25 | $ | 863 | 31-Dec-25 | $ | 573 | |||||||||||
| 31-Mar-22 | $ | 340 | 31-Mar-26 | $ | 2,975 | |||||||||||||||||
| 30-Jun-22 | $ | 349 | 30-Jun-26 | $ | 3,075 | |||||||||||||||||
| 30-Sep-22 | $ | 340 | 30-Sep-26 | $ | 2,800 | |||||||||||||||||
| 31-Dec-22 | $ | 323 | 31-Dec-22 | $ | 338 | 6-Nov-26 | $ | 2,650 | ||||||||||||||
| 31-Mar-23 | $ | 335 | ||||||||||||||||||||
| 30-Jun-23 | $ | 328 | ||||||||||||||||||||
| 30-Sep-23 | $ | 315 | ||||||||||||||||||||
| 31-Dec-23 | $ | 314 | 31-Dec-23 | $ | 323 |
Source: MB, 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.
| Page | 10 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Financings
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. The 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”).
On June 9, 2026, the Company successfully closed its oversubscribed offering of US$800,000,000 aggregate principal amount of June 2026 Convertible Senior Notes, including the exercise in full by the initial purchasers of their option to purchase an additional US$100,000,000 aggregate principal amount of notes.
The table below sets out, as at September 30, 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 financings during the Company’s financial year ended December 31, 2025, being the Nasdaq IPO and the December 2025 Offering.
| Financing | Anticipated Use of Proceeds |
Allocated Proceeds (1) |
Actual Use of Proceeds (as at Sept. 30, 2026) |
Variation from Anticipated Use of Proceeds |
Explanation and Impact | |||||
| Nasdaq IPO | (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$0.8 million | 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 |
| Page | 11 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 Sept. 30, 2026) |
Variation from Anticipated Use of Proceeds |
Explanation and Impact | |||||
| December 2025 Offering | (I) Exploration and development work at the Gentung Tungsten Project | US$32.1 million | US$3.16 million | US$3.16 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$0.93 million | US$0.93 million has been spent to date. | N/A | ||||||
| (IV) Working capital and general corporate purposes (2) | US$25.2 million | US$10.04 million | US$10.04 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, debt repayment and to other purposes.
| Page | 12 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Summary of Quarterly Results
3rd Quarter (2026) (“Q3-2026”) | 2nd Quarter (2026) (“Q2-2026”) | 1st Quarter (2026) (“Q1-2026”) | 4th Quarter (2025) (“Q4-2025”) | |||||||||||||
| Period Ended | September 30, 2026 | June 30, 2026 | March 31, 2026 | December 31, 2025 | ||||||||||||
| Total Revenue | 41,889 | 42,989 | 25,400 | 8,719 | ||||||||||||
| Net income (loss) | 50,235 | 181,797 | (5,264 | ) | (102,273 | ) | ||||||||||
| Basic gain (loss) per common share | $ | 0.17 | $ | 0.64 | ($ | 0.02 | ) | ($ | 0.50 | ) | ||||||
| Diluted gain (loss) per common share | $ | 0.17 | $ | 0.62 | ($ | 0.02 | ) | ($ | 0.50 | ) | ||||||
| Total assets | 1,626,485 | 1,704,017 | 605,621 | 589,732 | ||||||||||||
| Total long-term debt | 810,875 | 813,148 | 165,332 | 162,113 | ||||||||||||
| Dividends | - | - | - | - | ||||||||||||
3rd Quarter (2025) (“Q3-2025”) | 2nd Quarter (2025) (“Q2-2025”) | 1st Quarter (2025) (“Q1-2025”) | 4th Quarter (2024) (“Q4-2024”) | |||||||||||||
| Period Ended | September 30, 2025 | June 30, 2025 | March 31, 2025 | December 31, 2024 | ||||||||||||
| Total Revenue | 8,695 | 7,192 | 7,908 | 6,280 | ||||||||||||
| Net income (loss) | 33,191 | (58,209 | ) | (34,622 | ) | (5,404 | ) | |||||||||
| Basic loss per common share | $ | 0.15 | ($ | 0.30 | ) | ($ | 0.13 | ) | ($ | 0.02 | ) | |||||
| Diluted loss per common share | $ | 0.13 | ($ | 0.30 | ) | ($ | 0.13 | ) | ($ | 0.02 | ) | |||||
| Total assets | 433,138 | 315,597 | 279,041 | 256,349 | ||||||||||||
| Total long-term debt | 197,263 | 192,690 | 171,612 | 156,901 | ||||||||||||
| Dividends | - | - | - | - | ||||||||||||
During the quarters discussed below, the Company received planned drawdowns on its US$75,100 project loan facility (the “KfW Facility”) from KfW, the funds from which were used for the development of the Sangdong Mine.
Revenues recorded in Q3-2026 were $41,889 compared to $42,989 in Q2-2026. The Company sold 3.9% fewer MTUs of WO3 in Q3-2026 compared to Q2-2026 as a result of the fact that certain September 2026 shipments were not received by the Company’s customers until October 2026. As a result, $5,948 was included in deferred revenue as at September 30, 2026 and will be included in Q4-2026 revenue.
| Page | 13 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Revenues recorded in Q2-2026 were $42,989 compared to $25,400 in Q1-2026. The Company sold 21.1% fewer MTUs of WO3 in Q2-2026 compared to Q1-2026 as a result of the fact that certain March 2026 shipments were not received by the Company’s customers until April 2026. As a result, $3,442 was included in deferred revenue as at March 31, 2026 and was included in Q2-2026 revenue. The Company also received gross proceeds of US$800,000 in conjunction with the issuance of the June 2026 Convertible Senior Notes and paid US$94,800 for a related capped call transaction.
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 the Company’s 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 the Company’s customers until January 2026. As a result, $3,071 was included in deferred revenue as at December 31, 2025 (2024 - $74) and was 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.
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.
| Page | 14 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 4. | 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 284,968,856 common shares outstanding (including CDIs), 1,857,994 stock options outstanding, with each option entitling the holder thereof to acquire one common share of Almonty at a weighted average price of $2.34 per common share, and 4,000 warrants outstanding, with each warrant enabling the holder thereof to acquire one common share at a price of $1.71, expiring January 31, 2028.
As at September 30, 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 | 4,806,800 | 7,053 | ||||||
| Shares issued for exercise of CDI options | 1,366,292 | 7,465 | ||||||
| Shares issued for exercise of warrants | 3,913,744 | 5,306 | ||||||
| Shares issued for settlement of RSUs | 674,374 | 2,348 | ||||||
| Shares issued for conversion of debt | 15,047,619 | 59,377 | ||||||
| Shares repurchased under Share Repurchase Program | (2,914,739 | ) | (67,727 | ) | ||||
| Outstanding at September 30, 2026 | 285,670,318 | $ | 581,864 | |||||
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.
| Page | 15 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
As of the date of this MD&A, there were 1,956,326 stock options outstanding, all of which were granted under the Omnibus Plan or the Company’s Fourth Amended and Restated Stock Option Plan (which was superseded and replaced by the Omnibus Plan). The Company’s stock options do not include CDI options.
A total of 799,997 stock options included in the table of outstanding options below (the “Gutschlag Options”) are held by Dr. Thomas Gutschlag, a former director of the Company, and are the subject of the legal proceedings described under “Liquidity and Capital Resources – Long-Term Debt”, in which the Company is seeking, among other things, a declaration that the Gutschlag Options are void.
As at September 30, 2026, the Company had outstanding stock options 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 granted | 10,000 | |||
| Options exercised | (4,806,800 | ) | ||
| Options forfeited upon cashless exercise | (343,185 | ) | ||
| Options cancelled | (66,667 | ) | ||
| Options expired | (66,666 | ) | ||
| Options outstanding at September 30, 2026 | 1,857,994 | |||
The following table discloses the average exercise price, number of options and contractual life as at September 30, 2026:
Range of Exercise Prices | Number Outstanding | Number Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | ||||||||||||
| $ 0.50 - $ 1.47 | 1,166,661 | 1,166,661 | 2.19 | $ | 0.94 | |||||||||||
| $ 2.84 - $ 3.86 | 531,333 | 486,594 | 3.49 | $ | 3.29 | |||||||||||
| $ 8.93 - $23.69 | 160,000 | 160,000 | 4.19 | $ | 9.85 | |||||||||||
| Total Options | 1,857,994 | 1,813,255 | 2.73 | $ | 2.38 | |||||||||||
| Page | 16 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 nine months ended September 30, 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 | (1,366,292 | ) | (3,913,744 | ) | (5,280,036 | ) | ||||||
| Total outstanding at September 30, 2026 | - | 4,000 | 4,000 | |||||||||
The following table discloses the average exercise price, number of warrants and contractual life as at September 30, 2026:
Range of Exercise Prices | Number Outstanding and Exercisable | Weighted Average Remaining Contractual Life | Weighted Average Exercise Price | |||||||||||
| $ | 1.71 | 4,000 | 1.34 | $ | 1.71 | |||||||||
| Total Warrants | 4,000 | 1.34 | $ | 1.71 | ||||||||||
Loss on Valuation of 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 (“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.
On September 29, 2025, the Company obtained shareholder approval for the amendment to the exercise prices of various CDI options from A$ to Canadian dollars, 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 $18.67 per common share at September 30, 2026, has resulted in the recognition of a loss of $2,253 (2025 – $29,381) in the statement of operations and comprehensive loss for the nine months ended September 30, 2026.
| Page | 17 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
Changes in the balance of the warrant liabilities for the year ended December 31, 2025 and the nine months ended September 30, 2026 are summarized as follows:
Nine Months Ended September 30, 2026 | Year Ended December 31, 2025 | |||||||
| Balance, beginning of period | $ | 1,938 | $ | 5,154 | ||||
| CDI options issued | - | 2,500 | ||||||
| CDI options exercised | (4,191 | ) | (31,251 | ) | ||||
| CDI options reclassified to equity | - | (3,802 | ) | |||||
| Fair value revaluation on exercise of CDI options | 1,175 | 8,336 | ||||||
| Fair value revaluation on amendment of exercise price | - | (36,828 | ) | |||||
| Fair value revaluation on CDI options at end of year | 1,078 | 57,829 | ||||||
| Balance, end of period | $ | - | $ | 1,938 | ||||
The fair value of the warrants outstanding was estimated using the Black-Scholes Option Pricing Model with the following weighted average assumptions:
| September 30, 2026 | December 31, 2025 | |||||||
| Stock price | $ | 18.67 | $ | 12.07 | ||||
| Exercise price | $ | 1.86 | $ | 1.72 | ||||
| Expected life | 1.36 yrs | 2.07 yrs | ||||||
| Risk-free interest rate | 3.37 | % | 2.58 | % | ||||
| Expected volatility | 95.42 | % | 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.
Between December 31, 2024 and September 30, 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 | 261,187 | |||
| RSUs settled | (693,765 | ) | ||
| RSUs outstanding at September 30, 2026 | 2,845,195 | |||
| Page | 18 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
During the nine months ended September 30, 2026, 261,187 RSUs were granted to directors and officers of the Company pursuant to the RSU Plan or the Omnibus 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 $3,514 during the nine months ended September 30, 2026.
Subsequent to September 30, 2026, the Company issued 266,666 common shares in conjunction with the settlement of RSUs.
Convertible Debentures
Changes in the balances of the convertible debentures for the year ended December 31, 2025 and for the nine months ended September 30, 2026 are summarized as follows:
Nine Months Ended September 30, 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 | 56 | 720 | ||||||
| Translation adjustment | 50 | 790 | ||||||
| Balance, end of period | $ | 9,409 | $ | 9,303 | ||||
The convertible debentures held by Deutsche Rohstoff AG (“DRAG”) are the subject of legal proceedings as described in “Liquidity and Capital Resources – Long-Term Debt”.
| 5. | Liquidity and Capital Resources |
As at September 30, 2026, the Company held cash and receivables of $1,162,535 (compared to $271,494 as at December 31, 2025) (of which $4,165 ($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.
Capital Resources
Loan and Credit Facility
KfW Facility 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.
| Page | 19 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
KfW Bank Term Loan
On July 15, 2026, the Company repaid, in full, the €14,661 KfW bank term loan used for corporate purposes.
Equity, Options and Other Financings
Issuance of Common Shares
During the year ended December 31, 2025, the Company closed the Nasdaq IPO for net proceeds of approximately US$80,300. In addition, during December 2025, the Company closed the December 2025 Offering for net proceeds of approximately US$121,493.
Warrants and CDI Options
During the nine months ended September 30, 2026, the Company issued 5,280,036 common shares in conjunction with the exercise of warrants and CDI options for proceeds totalling $6,971.
Stock Options
During the nine months ended September 30, 2026, the Company issued 4,806,800 common shares in conjunction with the exercise of stock options, mainly on a cashless basis, for proceeds totalling $1,678.
Long-Term Debt
The Company had $810,875 in long-term debt as at September 30, 2026 ($162,113 as at December 31, 2025), of which $41,346 is the current portion ($27,267 as at December 31, 2025), comprised of the June 2026 Convertible Senior Notes, 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 September 30, 2026 (see Note 11 of the Company’s Q3-2026 Financial Statements for additional details regarding each component of long-term debt).
On June 10, 2026, the Company delivered written notice to DRAG advising that it had completed its investigation and determined that the issuance of promissory notes and convertible debentures issued by the Company to DRAG (the “DRAG Debt Instruments”) had been procured by recently uncovered fraud resulting in the DRAG Debt Instruments being null and void and no underlying common shares being issued.
On August 17, 2026, the Company commenced legal proceedings in the Ontario Superior Court of Justice (Commercial List) seeking, among other things, a declaration that the promissory notes described above and the convertible debentures held by DRAG are void on the basis that they were procured by recently uncovered fraud in connection with the Company’s 2014 acquisition of the Wolfram Camp Mine from DRAG resulting in no underlying common shares being issued. The action further seeks to nullify stock options granted to Thomas Gutschlag on the basis of a breach of fiduciary duty related to the recently uncovered fraud and an order requiring the return of all 12,209,302 common shares and the $6 million convertible note issued to DRAG in the purchase of the Wolfram Camp Mine, or in the alternative, the disgorgement of any profits earned by DRAG on the disposition of the common shares. DRAG and Gutschlag have denied the Company’s allegations and are claiming entitlement to be paid pursuant to the DRAG Debt Instruments. The Company’s and DRAG’s legal proceedings have been combined. The DRAG Debt Instruments matured on October 31, 2026 but have not been repaid on the basis that the Company is claiming such instruments are void.
| Page | 20 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 the December 2025 Offering.
On June 9, 2026, the Company received gross proceeds of US$800,000 in conjunction with the issuance of the June 2026 Convertible Senior Notes.
The Company expects to use the net proceeds of the offerings primarily to fund the development of the Sangdong Phase II expansion, Tungsten Oxide Facility, as well as to fund the development of the Sangdong Molybdenum Project, the Gentung Tungsten Project, the Panasqueira Mine Level 4 development and for working capital and other general corporate purposes.
Summary of Long-Term Debt
| September 30, 2026 | December 31, 2025 | |||||||
| Term loans – Euro | $ | 1,565 | $ | 25,707 | ||||
| Promissory notes – US$ | 8,526 | 8,224 | ||||||
| Promissory note | 250 | 250 | ||||||
| Convertible senior notes | 704,292 | - | ||||||
| Convertible debentures | 9,409 | 9,303 | ||||||
| Lease liabilities | 379 | 489 | ||||||
| Mine construction loan facility | 134,945 | 130,656 | ||||||
| 859,366 | 174,629 | |||||||
| Deferred financing costs | (48,491 | ) | (12,516 | ) | ||||
| 810,875 | 162,113 | |||||||
| Less: current portion | (41,346 | ) | (27,267 | ) | ||||
| $ | 769,529 | $ | 134,846 | |||||
Summary of Contractual Obligations
The table below summarizes the Company’s contractual undiscounted cash flow requirements for long-term debt as at September 30, 2026.
| Contractual Obligations | Less than 1 year | 1-2 years | 3-4 years | After 5 years | Total | |||||||||||||||
| Debt | 65,523 | 87,890 | 78,956 | 1,184,776 | 1,417,145 | |||||||||||||||
| Capital Lease Obligations | 173 | 244 | - | - | 417 | |||||||||||||||
| Total contractual obligations | 65,696 | 88,134 | 78,956 | 1,184,776 | 1,417,562 | |||||||||||||||
| Page | 21 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 6. | Off-Balance Sheet Arrangements |
The Company has no off-balance sheet arrangements as at the date of this MD&A.
| 7. | Related Party Transactions |
For the nine months ended September 30, 2026, the Company paid or accrued compensation to key management personnel, which includes the Company’s Chief Executive Officer (“CEO”), Chief Financial Officer (“CFO”), Chief Operating Officer, Chief Development Officer, and members of the Board of Directors, totalling $7,322 (2025 - $2,296).
| 8. | Proposed Material Transactions |
The Company has not entered into any undisclosed material proposed transactions as at the date of this MD&A.
| 9. | 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 Q3-2026 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.
| 10. | Changes in Accounting Policies |
There have been no other significant changes in the Company’s accounting policies during the nine months ended September 30, 2026, other than the addition of the accounting policy for derivative assets (see Note 3 of the Company’s Q3-2026 Financial Statements).
| 11. | 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 under the heading “RISK FACTORS” of the AIF.
| Page | 22 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 12. | Disclosure Controls and Procedures and Internal Control over 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 September 30, 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 NI 52-109. Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of September 30, 2026, due to the continuing impact of the previously identified material weakness in ICFR, as described below under “Internal Controls 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, controls 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 Controls 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.
As of September 30, 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.
| Page | 23 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
In its assessment of the effectiveness of ICFR as of September 30, 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 nine months ended September 30, 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 fourth quarter of 2026 with any existing material weaknesses to be 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 and 2027, 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 nine months ended September 30, 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 unaudited interim condensed consolidated financial statements for the nine months ended September 30, 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 nine months ended September 30, 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 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 | 24 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 13. | 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 and the section entitled “Risks and Uncertainties” in the Company’s management’s discussion and analysis dated August 11, 2026 for the three and six months ended June 30, 2026 and 2025 (the “Q2 MD&A”) are 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.
The Company will become subject to the SEC reporting requirements applicable to U.S. domestic issuers effective January 1, 2027, which will likely result in increased expenses and require substantial management time.
The Company has determined that it will no longer qualify as a “foreign private issuer” (as such term is defined under the U.S. Securities Exchange Act of 1934, as amended) effective January 1, 2027. As a result, the Company will become subject to and comply with the U.S. Securities and Exchange Commission (“SEC”) reporting requirements in the United States applicable to U.S. domestic issuers. Compliance with such SEC reporting requirements will likely result in increased expenses and will likely require the Company’s management to devote substantial time and resources to comply with such SEC reporting requirements, including with respect to the Company’s change from IFRS to U.S. GAAP financial reporting in fiscal year 2027.
| Page | 25 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 14. | 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 | (1,540 | ) | ||
| Accretion expense | 465 | |||
| Translation adjustment | 370 | |||
| Balance at September 30, 2026 | $ | 21,949 |
As at September 30, 2026, there is a restoration provision of $18,485 (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 totalling $41,931 (€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 $942 (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 $2,272 (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 and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 15. | 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 a 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 MD&A, 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 and Nine Months Ended September 30, 2026 Dated: November 12, 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 and Nine Months Ended September 30, 2026 Dated: November 12, 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.
Management Experience in Foreign Jurisdiction
The Board of Directors and officers of Almonty have some but generally limited experience conducting business in Korea.
| Page | 29 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
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 Controls 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.
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 | |
| ● | regular personal visits by the CEO, CFO, other key executives and members of the Board of Directors to Korea. |
| Page | 30 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 16. | 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.
Readers 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, the Gentung Tungsten Project and operations in Rwanda; plans and expectations regarding the Company’s mineral projects, including the re-opening of the Los Santos Mine’s plant, the potential of the Sangdong Molybdenum Project, the potential production profile of the Gentung Tungsten Project, the development of and production at the Gentung Tungsten Project and the growth of operations in Rwanda; adjustments to royalty amounts paid by Almonty and the receipt of government subsidies to be paid to Almonty; 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 loss of foreign private issuer status; the anticipated change from IFRS to U.S. GAAP financial reporting; 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; and requirements for additional capital and sources and uses of funds.
| Page | 31 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 success in proceeding 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 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; risks related to the Company’s proposed redomiciling to the United States, including disruptions to the Company’s business, Canadian corporate tax risk; and risks related to the Company’s loss of foreign private issuer status.
| Page | 32 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 the Q2 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 and Nine Months Ended September 30, 2026 Dated: November 12, 2026 (in thousands of Canadian dollars except for per common share amounts and unless otherwise noted) |
| 17. | 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 and risk management 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 Q3-2026 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 Q3-2026 Financial Statements and this MD&A on November 12, 2026.
The Q3-2026 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.
| 18. | 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, on SEDAR+ at www.sedarplus.ca under the Company’s profile, and on EDGAR at www.sec.gov.
| 19. | 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.
November 12, 2026
On behalf of the Company’s management and the Board of Directors,
| “Lewis Black” | |
| Chairman, President and Chief Executive Officer |
| Page | 34 |
|
Management’s Discussion and Analysis Three and Nine Months Ended September 30, 2026 Dated: November 12, 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 | |
U.S.
US$ |
United States of America
United States dollars | |
| WO3 | tungsten tri-oxide, a compound of tungsten and oxygen |
| Page | 35 |