AII almonty industries inc.

Almonty Announces Application to List on Nasdaq Capital Market Concurrent with Launch of U.S. Public Offering

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    Almonty Industries Inc. (“Almonty” or the “Company”) (TSX: AII) (ASX: AII) (OTCQX: ALMTF) (Frankfurt: ALI), a leading global producer of tungsten concentrate, is pleased to announce that it has filed a registration statement on Form F-10 (the “Registration Statement”), including a preliminary short form base PREP prospectus prepared in accordance with National Instrument 44-101 – Short Form Prospectus Distributions and National Instrument 44-103 – Post-Receipt Pricing (the “Preliminary Prospectus”), with the Ontario Securities Commission (the “OSC”), the review jurisdiction in Canada, and the U.S. Securities and Exchange Commission (the “SEC”) pursuant to the Canada/United States Multi-Jurisdictional Disclosure System in connection with a proposed underwritten public offering (the “Offering”) of Almonty’s common shares (“Common Shares”) in the United States.

    The Company intends to use the net proceeds of the Offering primarily to fund the development of its projected tungsten oxide facility and for working capital and other general corporate purposes.

    Lewis Black, Chief Executive Officer of Almonty, said: “We are pleased to announce our application to list on the Nasdaq concurrent with a U.S. public offering, helping us to secure our position as a leading supplier of tungsten to the U.S. and its allies. As global geopolitical tensions continue to rise, we believe the demand and pricing outlook for tungsten could remain robust for some time. I look forward to continued operational execution in the months ahead as we strive to create sustainable, long-term value for my fellow shareholders.”

    The Common Shares are currently, and following the Offering will continue to be, listed on the Toronto Stock Exchange (the “TSX”) and the Australian Securities Exchange (the “ASX”) under the symbol “All”, and are, and will continue to be, traded on the Frankfurt Stock Exchange, and an application has been made to list the Common Shares on the Nasdaq Capital Market (the “Nasdaq”) under the ticker “ALM”. Upon and subject to receipt of all requisite approvals and the commencement of trading of the Common Shares on the NASDAQ, trading of the Common Shares on the OTCQX will cease. Trading of the Common Shares is expected to commence on the Nasdaq following the pricing of the Offering. The expected gross proceeds from the Offering are set out in the Registration Statement, but the number of Common Shares to be offered and the price range for the Offering have not yet been determined. The Offering is expected to be priced in the context of the market, with the final terms of the Offering to be determined at the time of pricing.

    Oppenheimer & Co. and Cantor are acting as Joint Bookrunners for the Offering. D.A. Davidson & Co. is acting as Lead Manager for the Offering and Scotiabank is acting as Co-Manager for the Offering.

    The Registration Statement relating to the Offering has been filed with the SEC but has not yet become effective. The Common Shares may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. The Registration Statement contains important information relating to the Common Shares and remains subject to completion or amendment. The Registration Statement can be found on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Prospective investors located outside of Canada may request copies of the Registration Statement from the Company by telephone at +1 (647) 438-9766 or by email at [email protected], or from Oppenheimer & Co. Inc., Attention: Syndicate Prospectus Department, 85 Broad Street, 26th Floor, New York, NY 10004, or by telephone at (212) 667-8563, or by email at [email protected]; Cantor Fitzgerald & Co., Attention: Capital Markets, 110 East 59th Street, 6th Floor, New York, New York 10022, or by email at [email protected]; D.A. Davidson & Co., 757 Third Avenue, Suite 1902, New York, New York 10017, or by email at [email protected]; or Scotia Capital (USA) Inc., 250 Vesey Street, 24th Floor, New York, NY 10281, Attention: Equity Capital Markets, or by telephone at (212) 255-6854, or by email at [email protected], or Scotiabank in Canada, 40 Temperance Street, 6th Floor, Toronto, Ontario M5H 0B4, Attention: Equity Capital Markets, by email at [email protected] or by telephone at (416) 863-7704. Prospective investors should read the Registration Statement and the other documents the Company has filed before making an investment decision.

    No regulatory authority has either approved or disapproved the contents of this news release. This news release does not constitute an offer to sell or the solicitation of an offer to buy Common Shares, nor shall there be any sale of Common Shares in any state, province, territory or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state, province, territory or jurisdiction. The Offering will be made in the United States only by means of the Registration Statement. Any offering of the Common Shares in other jurisdictions will be made on a private placement basis in accordance with applicable laws. Any offers, solicitations or offers to buy, or any sales of Common Shares will be made in accordance with the requirements of the Securities Act of 1933, as amended, and otherwise in accordance with applicable securities laws in any other jurisdiction The Offering is subject to market conditions, and there can be no assurance as to whether or when the Offering may be completed, or as to the actual size or terms of the Offering. The closing of the Offering will be subject to customary closing conditions.


 
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