Almonty Industries announced the pricing of an oversubscribed private offering of $700 million in aggregate principal amount of 2.25% convertible senior notes due 2031. The financing represents a major capital raise for the tungsten producer as it advances its strategic position within the global non-China tungsten supply chain and prepares for future growth opportunities.
The notes, which are being offered to qualified institutional buyers under Rule 144A of the Securities Act, are expected to close on June 9, 2026, subject to customary closing conditions. The company also granted initial purchasers an option to acquire up to an additional $100 million of notes within 13 days following issuance.
The convertible notes will carry an annual interest rate of 2.25%, payable semi-annually beginning January 1, 2027, and will mature on July 1, 2031, unless earlier repurchased, redeemed, or converted. The initial conversion rate is 36.4950 common shares per $1,000 principal amount of notes, equating to an initial conversion price of approximately $27.40 per share. This represents a 32.5% premium to Almonty’s closing share price of $20.68 on June 4, 2026.
Prior to April 1, 2031, noteholders may convert their notes only upon the occurrence of specified events. Beginning April 1, 2031, holders may convert at their discretion until shortly before maturity. Almonty may settle conversions through the delivery of common shares, cash, or a combination of both, at its election.
The company expects to generate approximately $675.9 million in net proceeds from the offering after fees and expenses. If the additional $100 million option is fully exercised, net proceeds could increase to approximately $772.7 million.
Almonty plans to allocate approximately $83 million toward capped call transactions designed to reduce potential shareholder dilution from future note conversions. The company also intends to use approximately $50 million to refinance existing debt and liabilities. The remaining proceeds, approximately $543 million, are expected to support working capital requirements and general corporate purposes, including potential acquisitions.
To further manage dilution risk, Almonty entered into privately negotiated capped call transactions with certain financial institutions. The capped calls have an initial cap price of $41.36 per share, representing a 100% premium to the company’s June 4 closing share price. These transactions are intended to offset dilution and potential cash obligations associated with note conversions up to the cap price threshold.
The company noted that counterparties involved in the capped call transactions may engage in various hedging activities involving Almonty shares and derivatives, both at the time of pricing and throughout the life of the notes. Such activities could influence the market price of Almonty’s shares and the notes.
The notes will be redeemable under certain conditions beginning July 1, 2029, including circumstances where the company’s stock price exceeds 130% of the conversion price for a specified period. Holders will also have repurchase rights if a defined fundamental change occurs, with Almonty required to offer to buy back the notes at their principal amount plus accrued interest.
The offering remains subject to regulatory approvals, including acceptance by the Toronto Stock Exchange.
Almonty is a tungsten producer focused on supplying conflict-free tungsten to defense, aerospace, electronics, and advanced manufacturing markets. The company’s flagship Sangdong Mine in South Korea is expected to become one of the most significant sources of tungsten outside China upon reaching full production. Almonty also operates projects in Portugal, Spain, and the United States, positioning the company to benefit from increasing Western demand for strategic mineral supply chain security.
