SEC Form SUPPL filed by Almonty Industries Inc.

Filed Pursuant to General Instruction II.L. of Form F-10

File No: 333-291009

No securities regulatory authority has expressed an opinion about these securities and it is an offence to claim otherwise. This prospectus supplement, together with the short form base shelf prospectus dated October 31, 2025 to which it relates, as amended or supplemented, and each document incorporated or deemed to be incorporated by reference in this prospectus supplement and in the short form base shelf prospectus dated October 31, 2025 to which it relates, constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities.

This prospectus supplement does not constitute an offer to sell or an invitation to subscribe for, or solicitation of an offer to subscribe for or buy, Offered Shares (as defined herein) to any person in Australia. This prospectus supplement has not been, and will not be, and no other disclosure document in relation to the Offered Shares will be lodged with the Australian Securities and Investments Commission or any other regulatory authority in Australia and this prospectus supplement is not, and does not purport to be, a document containing disclosure to investors for the purposes of Part 6D.2 or 7.9 of the Corporations Act 2001 (Cth) (“Corporations Act”). It is not intended to be used in connection with any offer for which such disclosure is required and does not contain all the information that would be required by those provisions if they applied. It is not to be provided to any “retail client” as defined in section 761G of the Australian Corporations Act. The Company is not licensed in Australia to provide financial product advice in respect of the Offered Shares. Australian cooling-off rights do not apply to the acquisition of the Offered Shares.

Information has been incorporated by reference in this prospectus supplement, and in the short form base shelf prospectus dated October 31, 2025 to which it relates, from documents filed with securities commissions or similar authorities in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from the Corporate Secretary of Almonty Industries Inc. at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7 (telephone: 647-438-9766), and are also available electronically on the System for Electronic Data Analysis and Retrieval + of the Canadian Securities Administrators at www.sedarplus.ca.

PROSPECTUS SUPPLEMENT

TO THE SHORT FORM BASE SHELF PROSPECTUS DATED OCTOBER 31, 2025

ALMONTY INDUSTRIES INC.

US$112,500,000

18,000,000 Common Shares

This prospectus supplement (the “Prospectus Supplement”) of Almonty Industries Inc. (“Almonty”, the “Company”, “us”, “we” or “our”), together with the accompanying short form base shelf prospectus dated October 31, 2025 (the “Shelf Prospectus”), qualifies the distribution (the “Offering”) in the United States of 18,000,000 common shares (“Common Shares”) of Almonty (such Common Shares, the “Offered Shares”) at a price of US$6.25 per Offered Share (the “Offering Price”). No Common Shares will be offered under this Prospectus Supplement in Canada.

The Offering is being made in the United States under the terms of the Company’s registration statement on Form F-10 (the “Registration Statement”) filed with the United States Securities and Exchange Commission (the “SEC”).

Investing in the Common Shares involves significant risk. Prospective investors should consider the risks outlined in this Prospectus Supplement, the accompanying Shelf Prospectus and in the documents incorporated by reference herein and therein. See “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” and “RISK FACTORS”.

The Company will use the net proceeds from the Offering as described in this Prospectus Supplement. See “USE OF PROCEEDS”.

Our Common Shares are listed and posted for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “AII” and also trade on the Nasdaq Capital Market (the “Nasdaq”) in the United States under the symbol “ALM”, on the Australian Securities Exchange (the “ASX”) as CHESS Depositary Interests (“CDIs”), at a ratio of one CDI to one Common Share, under the symbol “AII” and on the Börse Frankfurt (Frankfurt Stock Exchange) (the “FSE”) in Germany under the symbol “ALI1”. On December 8, 2025, the last trading day prior to the date of this Prospectus Supplement, the closing price of the Common Shares on the TSX was C$10.93 and on the Nasdaq was US$7.90. The Company has applied to list the Offered Shares and 2,700,000 additional Common Shares to be issued by the Company if the Option (as defined herein) is exercised in full on the TSX and the Nasdaq. Listing will be subject to the Company fulfilling all of the listing requirements of the TSX and the Nasdaq.

Notes:

The following table sets out the number of Additional Shares that may be sold to the Underwriters pursuant to the Option:

In this Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to “US$” or “USD” are to U.S. dollars, references to “C$” or “$” are to Canadian dollars, references to “€” are to European euros, and references to “A$” are to Australian dollars. Investors should consult their own advisors with respect to the potential risk of currency fluctuations. See “CURRENCY AND EXCHANGE RATE INFORMATION”.

The Offered Shares are being offered in the United States by BofA Securities, Inc. (the “Lead Bookrunning Manager”), along with Cantor Fitzgerald & Co., D.A. Davidson & Co. and A.G.P./Alliance Global Partners acting as bookrunning managers (collectively with the Lead Bookrunning Manager, the “Underwriters”) pursuant to an underwriting agreement dated December 8, 2025 (the “Underwriting Agreement”) between the Company and the Lead Bookrunning Manager, as representative of the Underwriters. See “PLAN OF DISTRIBUTION”.

NEITHER THE SEC, NOR ANY STATE SECURITIES REGULATOR, NOR ANY CANADIAN SECURITIES REGULATOR HAS APPROVED OR DISAPPROVED OF THE OFFERED SHARES, PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR DETERMINED IF THIS PROSPECTUS SUPPLEMENT IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE. 

This Offering is being made in the United States by a foreign issuer that is permitted, under a multijurisdictional disclosure system adopted in the United States and Canada, to prepare this Prospectus Supplement and the accompanying Shelf Prospectus in accordance with Canadian disclosure requirements. Prospective investors should be aware that such requirements are different from those of the United States. Financial statements included or incorporated by reference herein have been prepared in accordance with International Financial Reporting Standards, as adopted by the International Accounting Standards Board and as amended from time to time (“IFRS”), and are subject to foreign auditing and auditor independence standards, and may not be comparable to financial statements of United States companies that use United States generally accepted accounting principles.

The Offering is only being made in the United States, and the Offered Shares being offered under this Prospectus Supplement are being registered in the United States under the terms of the Company’s prospectus supplement filed pursuant to General Instruction II.L of Form F-10 under the United States Securities Act of 1933, as amended (the “Securities Act”), supplementing the base shelf prospectus that forms a part of the Registration Statement on Form F-10 filed with the SEC. Accordingly, no Offered Shares being distributed under this Prospectus Supplement will be offered or sold to investors located in or otherwise subject to the securities laws of any province or territory of Canada. See “PLAN OF DISTRIBUTION”.

Prospective investors should be aware that the acquisition of the Offered Shares may have tax consequences both in Canada and the United States. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein. See “CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS” and “CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS”.

The enforcement by investors of civil liabilities under federal securities laws of the United States may be affected adversely by the fact that Almonty is incorporated under the federal laws of Canada, that the majority of the Company’s officers and directors, and some or all of the experts named in the Registration Statement, are residents of a country other than the United States, and that a substantial portion of the Company’s assets and the assets of those officers, directors and experts are located outside of the United States. See “ENFORCEMENT OF CIVIL LIABILITIES”.

The Underwriters, as principals, conditionally offer the Offered Shares qualified under this Prospectus Supplement and the Shelf Prospectus, subject to prior sale, when, as and if delivered by the Company to the Underwriters and accepted by them subject to the conditions contained in the Underwriting Agreement, as described under “PLAN OF DISTRIBUTION”.

Certain legal matters relating to Canadian law with respect to the Offering will be passed on the Company’s behalf by Norton Rose Fulbright Canada LLP and on behalf of the Underwriters by Blake, Cassels & Graydon LLP. Certain legal matters relating to United States law with respect to the Offering will be passed on the Company’s behalf by Norton Rose Fulbright US LLP and on behalf of the Underwriters by Milbank LLP. See “LEGAL MATTERS”.

Subject to applicable laws, the Underwriters may, in connection with this Offering, over-allot or effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those which might otherwise prevail on the open market. Such transactions, if commenced, may be discontinued at any time. After the Underwriters have made reasonable efforts to sell the Offered Shares at the Offering Price, the Underwriters may offer the Offered Shares to the public at prices lower than the Offering Price. See “PLAN OF DISTRIBUTION”.

Subscriptions will be received subject to rejection or allotment in whole or in part and the right is reserved to close the subscription books at any time without notice. Closing of the Offering is expected to take place on or about December 10, 2025 (the “Closing Date”), or such earlier or later date as we and the Underwriters may agree, but in any event no later than December 24, 2025.

It is expected that the Company will arrange for the instant deposit of the Offered Shares under the book-based system of registration, to be registered to The Depository Trust Company (“DTC”) or its nominee and deposited with DTC on the Closing Date, or as may otherwise be agreed to among the Company and the Underwriters. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares. Purchasers of the Offered Shares will receive only a customer confirmation from the Underwriter or other registered dealer from or through whom a beneficial interest in the Offered Shares is purchased. See “PLAN OF DISTRIBUTION”.

Messrs. Lewis Black, Daniel D’Amato, Dr. Thomas Gutschlag, Andrew Frazer, Gustave F. Perna and Alan Estevez, directors of the Company, Mr. Brian Fox, Chief Financial Officer of the Company, and Mr. Steven L. Allen, Chief Operating Officer of the Company, reside outside of Canada and have each appointed Almonty Industries Inc., at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7, as agent for service of process. Purchasers are advised that it may not be possible for investors to enforce judgments obtained in Canada against any person or company that is incorporated, continued or otherwise organized under the laws of a foreign jurisdiction or that resides outside of Canada, even if the party has appointed an agent for service of process. See “ENFORCEMENT OF CIVIL LIABILITIES”.

The Company’s head and registered office is located at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7. The Company’s telephone number is 647-438-9766.

TABLE OF CONTENTS

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is composed of two parts. The first part is this Prospectus Supplement, which describes the specific terms of the Offering and adds to and supplements information contained in the accompanying Shelf Prospectus and the documents incorporated by reference therein. The second part is the Shelf Prospectus, which gives more general information, some of which may not apply to the Offering. This Prospectus Supplement is deemed to be incorporated by reference in the Shelf Prospectus solely for the purpose of this Offering.

Readers should rely only on the information contained in this Prospectus Supplement and the accompanying Shelf Prospectus (or incorporated by reference herein or therein). None of the Company or the Underwriters has authorized any person to provide readers with information different from that contained in this Prospectus Supplement and the accompanying Shelf Prospectus (or incorporated by reference herein or therein) and any such information should not be relied upon. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give readers of this Prospectus Supplement and the accompanying Shelf Prospectus. If the description of the Offered Shares or any other information varies between this Prospectus Supplement and the accompanying Shelf Prospectus (including the documents incorporated by reference herein and therein), the information in this Prospectus Supplement supersedes the information in the accompanying Shelf Prospectus. The Offered Shares are not being offered in any jurisdiction where the offer or sale is not permitted. Readers are required to inform themselves about, and to observe any restrictions relating to, any offer of Common Shares and the possession or distribution of this Prospectus Supplement and the accompanying Shelf Prospectus. The Offered Shares are not being offered in any province or territory of Canada and are not being offered in any jurisdiction where the offer or sale of such securities is not permitted.

Readers should not assume that the information contained or incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus is accurate as of any date other than the date of this Prospectus Supplement and the accompanying Shelf Prospectus or the respective dates of the documents incorporated by reference herein or therein, unless otherwise noted herein or as required by law. It should be assumed that the information appearing in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein are accurate only as of their respective dates. The business, financial condition, results of operations and prospects of the Company may have changed since those dates.

This Prospectus Supplement shall not be used by anyone for any purpose other than in connection with the Offering. We do not undertake to update the information contained or incorporated by reference herein or in the Shelf Prospectus, except as required by applicable securities laws. Information contained on, or otherwise accessed through, our website, www.almonty.com, shall not be deemed to be a part of this Prospectus Supplement, the accompanying Shelf Prospectus or any document incorporated by reference herein or therein and such information is not incorporated by reference herein or therein and prospective investors should not rely on such information when deciding whether or not to invest in the Offered Shares.

On July 3, 2025, we effected a 1.5-to-1 consolidation of our Common Shares (the “Share Consolidation”), and our Common Shares commenced trading on a post-consolidated basis on July 7, 2025. The Share Consolidation was approved by our shareholders on April 30, 2025 at our annual general and special meeting of shareholders. Except where otherwise noted, all information in this Prospectus Supplement and the documents incorporated by reference dated on or after the date of the Share Consolidation give pro forma effect to the Share Consolidation. See “CONSOLIDATED CAPITALIZATION”.

Unless otherwise indicated, the disclosure contained herein assumes that the Option has not been exercised.

DOCUMENTS INCORPORATED BY REFERENCE

This Prospectus Supplement is deemed to be incorporated by reference in the accompanying Shelf Prospectus solely for the purposes of this Offering. Information has been incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus from documents filed with securities commissions or similar authorities in Canada and filed with, or furnished to, the SEC and reference should be made to the Shelf Prospectus for full particulars thereof.

Copies of the documents incorporated by reference in this Prospectus Supplement and the accompanying Shelf Prospectus may be obtained on request without charge from the Corporate Secretary of Almonty Industries Inc. at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7 (telephone: 647-438-9766), and are also available electronically under the Company’s profile on the System for Electronic Data Analysis and Retrieval + (“SEDAR+”) of the Canadian Securities Administrators at www.sedarplus.ca and on the Electronic Data Gathering, Analysis, and Retrieval System (“EDGAR”) of the SEC at www.sec.gov.

The following documents, filed by the Company with securities commissions or similar regulatory authorities in certain of the provinces of Canada, are specifically incorporated by reference in, and form an integral part of, this Prospectus Supplement and the accompanying Shelf Prospectus:

Any document of the type required by National Instrument 44-101 – Short Form Prospectus Distributions to be incorporated by reference in a short form prospectus, including any annual information forms, material change reports (except confidential material change reports), business acquisition reports, interim financial statements, annual financial statements (in each case, including any applicable exhibits containing updated earnings coverage information) and the independent auditor’s report thereon, management’s discussion and analysis and information circulars of the Company, filed by the Company with securities commissions or similar authorities in Canada after the date of this Prospectus Supplement and for the duration of the Offering, shall be deemed to be incorporated by reference in this Prospectus Supplement. In addition, all documents filed on Form 6-K or Form 40-F by the Company with the SEC on or after the date of this Prospectus Supplement shall be deemed to be incorporated by reference as an exhibit to the Registration Statement of which this Prospectus Supplement forms a part (in the case of a report on Form 6-K, if and to the extent expressly provided therein). These documents are available through the Internet on EDGAR which can be accessed at www.sec.gov.

Any statement contained in this Prospectus Supplement, in the accompanying Shelf Prospectus or in any document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded, for purposes of this Prospectus Supplement, to the extent that a statement contained herein or in the accompanying Shelf Prospectus or in any other subsequently filed document which also is, or is deemed to be, incorporated by reference herein or in the accompanying Shelf Prospectus modifies or supersedes such prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to prevent a statement that is made from being false or misleading in the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute part of this Prospectus Supplement.

Without limiting the generality of the foregoing, and for greater certainty, the disclosure appearing in this Prospectus Supplement related to the Mineral Projects (as defined herein) and the disclosure appearing in this Prospectus Supplement under the headings “RISK FACTORS”, “ALMONTY INDUSTRIES INC.”, and “MINERAL PROJECTS” modifies and supersedes the disclosure found in the AIF related to these subject matters, including under the headings “Risk Factors”, “Mining Projects”, and “Description Of Business” of the AIF. Furthermore, notwithstanding anything to the contrary in this Prospectus Supplement or in any document incorporated or deemed to be incorporated by reference in this Prospectus Supplement, none of the technical reports prepared by the Company and filed on SEDAR+ in connection with the Mineral Projects shall be incorporated or deemed to be incorporated by reference in this Prospectus Supplement.

The documents incorporated or deemed to be incorporated herein by reference contain meaningful and material information relating to the Company and readers should review all information contained in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated or deemed to be incorporated by reference herein and therein.

U.S. REGISTRATION STATEMENT

The Offering is being made in the United States pursuant to the Registration Statement filed with the SEC under the Securities Act. This Prospectus Supplement and the accompanying Shelf Prospectus do not contain all of the information set forth in the Registration Statement, certain items of which are contained in the exhibits to the Registration Statement as permitted or required by the rules and regulations of the SEC.

ENFORCEMENT OF CIVIL LIABILITIES

We are a company incorporated under the Canada Business Corporations Act, and it is not certain that the Company will proceed with the Domestication (as defined herein). Most of our directors and officers, and some or all of the experts named in this Prospectus Supplement, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets may be, and a substantial portion of the Company’s assets are, located outside the United States. We have appointed an agent for service of process in the United States (as set forth below), but it may be difficult for holders of securities who reside in the United States to effect service within the United States upon those directors, officers and experts who are not residents of the United States. It may also be difficult for holders of securities who reside in the United States to realize in the United States upon judgments of courts of the United States predicated upon our civil liability and the civil liability of our directors, officers and experts under the United States federal securities laws.

We filed with the SEC, concurrently with our Registration Statement on Form F-10 of which this Prospectus Supplement is a part, an appointment of agent for service of process on Form F-X. Under the Form F-X, we appointed CT Corporation System, 28 Liberty Street, New York, New York 10005 as our agent for service of process in the United States in connection with any investigation or administrative proceeding conducted by the SEC, and any civil suit or action brought against or involving us in a U.S. court arising out of or related to or concerning the offering of securities under this Prospectus Supplement.

Messrs. Lewis Black, Daniel D’Amato, Dr. Thomas Gutschlag, Andrew Frazer, Gustave F. Perna and Alan Estevez, directors of the Company, Mr. Brian Fox, Chief Financial Officer of the Company, and Mr. Steven L. Allen, Chief Operating Officer of the Company, reside outside of Canada and have each appointed Almonty Industries Inc., at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7, as agent for service of process. Purchasers are advised that it may not be possible for them to enforce judgments obtained in Canada against any person that resides outside of Canada, even if the party has appointed an agent for service of process.

CAUTIONARY NOTE TO UNITED STATES INVESTORS

We are permitted under a multijurisdictional disclosure system adopted by the securities regulatory authorities in Canada and the United States to prepare this Prospectus Supplement, including the documents incorporated by reference herein, in accordance with the requirements of Canadian securities laws, which differ from the requirements of United States securities laws.

Unless otherwise indicated, the technical disclosure regarding our properties included or incorporated by reference herein, including all mineral resource estimates contained in such technical disclosure, has been prepared in accordance with the requirements of National Instrument 43-101 – Standards of Disclosure for Mineral Projects (“NI 43-101”) and the Canadian Institute of Mining, Metallurgy and Petroleum (the “CIM”) – CIM Definition Standards on Mineral Resources and Mineral Reserves, adopted by the CIM Council, as amended (the “CIM Definition Standards”). NI 43-101 is a rule developed by the Canadian Securities Administrators that establishes standards for all public disclosure an issuer makes of scientific and technical information concerning mineral projects.

Canadian standards, including NI 43-101, differ significantly from the disclosure requirements of the SEC under subpart 1300 of Regulation S-K (the “SEC Modernization Rules”). The Company is not required to provide disclosure on its mineral properties under the SEC Modernization Rules and provides disclosure under NI 43-101 and the CIM Definition Standards. Accordingly, information contained in this Prospectus Supplement, or the documents incorporated by reference herein, may differ significantly from the information that would be disclosed had the Company prepared the mineral resource estimates under the standards adopted under the SEC Modernization Rules.

We prepare our financial statements, which are incorporated by reference in this Prospectus Supplement, in accordance with IFRS. Consequently, all of the financial statements and financial information of Almonty included or incorporated herein is prepared in accordance with IFRS, which is materially different than financial statements and financial information prepared in accordance with U.S. generally accepted accounting principles.

CAUTIONARY NOTE TO INVESTORS CONCERNING ESTIMATES OF MINERAL RESOURCES

Investors are cautioned not to assume that any part, or all, of the mineral deposits categorized as “Inferred Mineral Resources”, “Indicated Mineral Resources” or “Measured Mineral Resources” will ever be converted into Mineral Reserves. “Inferred Mineral Resources” are Mineral Resources for which quantity and grade or quality are estimated based on limited geological evidence and sampling. Geological evidence is sufficient to imply but not verify geological and grade or quality continuity. “Inferred Mineral Resources” are based on limited information and have a great amount of uncertainty as to their existence and great uncertainty as to their economic and legal feasibility.

Under Canadian rules, estimates of Inferred Mineral Resources are considered too speculative geologically to have the economic considerations applied to them to enable them to be categorized as Mineral Reserves and, accordingly, may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a Preliminary Economic Assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an Inferred Mineral Resource exists or is economically or legally mineable. Mineral Resources that are not Mineral Reserves do not have demonstrated economic viability.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein may contain “forward-looking information” or “forward-looking statements” within the meaning of applicable Canadian and United States securities legislation (collectively herein referred to as “forward-looking statements”), including the “safe harbour” provisions of provincial securities legislation, the U.S. Private Securities Litigation Reform Act of 1995, Section 21E of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Section 27A of the U.S. Securities Act. Forward-looking statements are included to provide information about management’s current expectations and plans that allows investors and others to have a better understanding of the Company’s business plans and financial performance and condition. Forward-looking information may relate to the Company’s future financial outlook and anticipated events or results and may include information regarding the Company’s business, financial position, results of operations, business strategy, growth plans and strategies, technological development and implementation, budgets, operations, financial results, taxes, dividend policy, plans and objectives. Such forward-looking statements include, but are not limited to: the timing and completion of the Offering; the listing of the Offered Shares on the TSX and Nasdaq; the proposed use of proceeds of the Offering; the future price of tungsten and other metals and commodities; the estimation of Mineral Resources; the Company’s expectations regarding future demand for tungsten; the Company’s expectations regarding the further exploration, development and life of mine of its Mineral Projects (as defined herein), including the Sangdong Mine and the Panasqueira Mine (as such terms are defined herein); the Company’s plans and expectations regarding its Mineral Projects, including the re-opening of the Los Santos Mine (as defined herein) and the potential of the Sangdong Molybdenum Project (as defined herein); estimates of the time and amount of future tungsten production for specific operations; estimated future exploration and development expenditures and other expenses for specific operations; permitting timelines; the Company’s expectations regarding impairments of mineral properties; the Company’s expectations regarding the sufficiency of its capital resources and requirements for additional capital; the results of exploration work at the Gentung Browns Lake Tungsten Project and across the Gentung-Browns Lake corridor; the potential production profile of the Gentung Browns Lake Tungsten Project; the development and production at the Gentung Browns Lake Tungsten Project; the Company’s plans to redomicile to the U.S., including the timing thereof; litigation risks; currency and interest rate fluctuations; environmental risks and reclamation cost; and changes to governmental laws and regulations.

When used in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein, any statements that express or involve discussions with respect to predictions, beliefs, plans, projections, objectives, assumptions or future events or performance (often but not always using words or phrases such as “anticipate”, “believe”, “estimate”, “expect”, “intend”, “plan”, “strategy”, “goals”, “objectives”, “project”, “potential” or variations thereof or stating that certain actions, events, or results “may”, “could”, “would”, “might” or “will” be taken, occur, or be achieved, or the negative of any of these terms and similar expressions), as they relate to the Company or management, are intended to identify forward-looking statements. Such statements reflect the Company’s current views with respect to future events and are subject to certain known and unknown risks, uncertainties and assumptions.

Forward-looking statements are necessarily based upon estimates and assumptions, which are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond the Company’s control and many of which, including regarding future business decisions, are subject to change. Assumptions underlying the Company’s expectations regarding forward-looking statements contained in this Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein include, among others: the Company’s ability to complete the development of Phase I of the Sangdong Mine, to begin production at the Sangdong Mine within the anticipated timeline and to proceed with Phase II expansion of the Sangdong Mine; the Company’s ability to manage its growth effectively, both organically and through acquisitions; the absence of material adverse changes in the industry in which the Company operates or the global economy, including interest rate fluctuations, inflationary pressures, supply chain disruptions, and commodity market volatility; trends in the industry in which the Company operates and markets, including the competitive environment; the Company’s ability 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 Company’s ability to maintain good business relationships with key stakeholders, including customers, suppliers, lenders, regulators, and local communities; 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 Mineral Reserve estimates and the 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, labor, 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 (ESG) matters from regulators, investors, and other stakeholders.

Many factors could cause actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements, including, among others: the Company’s ability to continue as a going concern; the negative cash flow from the Company’s operations; 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; risks relating to the development of the Sangdong Mine, including financing risk, construction risk, availability of infrastructure and skilled labour, as well as risk relating to the offtake agreements for the Sangdong Mine; the Company’s production; the Company’s Mineral Reserve and Mineral Resource estimates; the Company’s competition; the Company’s dependence on key personnel; trade risks; supply chain disruptions; 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; environmental and global climate change risks; risks related to costs of land reclamation; technological obsolescence; management of growth; cybersecurity and data protection; health and pandemic risks; 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; the conflicts in the Middle East and the ongoing Ukraine conflict; risks related to the Company’s proposed redomiciling to the United States, including Canadian corporate tax risk; the Company’s use of the net proceeds from the Offering; that an investment in the Offered Shares may result in the loss of an investor’s entire investment; that the completion of the Offering and the listing of the Offered Shares on the TSX and Nasdaq remain subject to the completion of binding documentation and satisfaction of conditions; volatility in the price of the Common Shares; dilution to the Company’s shareholders; the potential insufficiency of a liquid trading market for the Common Shares in the future; risks relating to research and reports published about the Company and its business by securities or industry analysts; risks relating to the Company’s status as an “emerging growth company”; risks relating to the Company, its directors, officers and management (with the exception of the Chief Executive Officer, the Chief Financial Officer and two independent directors) and all of the Company’s material assets being located outside of the United States, which may make it difficult for U.S. litigants to effect service of process of, or enforce, any judgments obtained against the Company or its officers or directors; the history of the Company with respect to not paying dividends recently and anticipation of not paying dividends in the immediate future; and risks that the Company could in the future be classified as a “passive foreign investment company” (“PFIC”), which could have adverse U.S. federal income tax consequences for U.S. holders of Common Shares. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described herein.

The foregoing list is not exhaustive of the factors that may affect any of the Company’s forward-looking statements. Forward-looking statements are statements about the future and are inherently uncertain and actual achievements of the Company or other future events or conditions may differ materially from those reflected in the forward-looking statements due to a variety of risks, uncertainties and other factors, including without limitation, those referred to in this Prospectus Supplement under the heading “RISK FACTORS”, and the Q3 MD&A (as defined herein) which are available electronically on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov. Each of these forward-looking statements speaks only as of the date such statements were made. The Company’s forward-looking statements are based on the reasonable beliefs, expectations and opinions of management on the date the statements are made and, other than as required by applicable securities laws, the Company does not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change. For the reasons set forth above, investors should not attribute undue certainty to or place undue reliance on forward-looking statements. The forward-looking statements included and incorporated by reference herein are presented for the purpose of assisting investors in understanding the Company’s expected financial and operational performance and results as at and for the periods ended on the dates presented in the Company’s plans and objectives and may not be appropriate for other purposes.

MARKET AND INDUSTRY DATA

Market and industry data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein was obtained from third-party sources and industry reports and from publications, websites and other publicly available information, as well as industry and other data prepared by us or on our behalf on the basis of our knowledge of the markets in which we operate, including information provided by suppliers, partners, customers and other industry participants.

We believe that the market and economic data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein is accurate and, with respect to data prepared by us or on our behalf, that our estimates and assumptions are currently appropriate and reasonable, but there can be no assurance as to the accuracy or completeness thereof. The accuracy and completeness of the market and economic data presented throughout this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein are not guaranteed and none of us or any of the Underwriters makes any representation as to the accuracy of such data. Actual outcomes may vary materially from those forecast in such reports or publications, and the prospect for material variation can be expected to increase as the length of the forecast period increases. Although we believe it to be reliable, none of us or any of the Underwriters has independently verified any of the data from third-party sources referred to in this Prospectus Supplement, the accompanying Shelf Prospectus and/or the documents incorporated by reference herein or therein, analyzed or verified the underlying studies or surveys relied upon or referred to by such sources, or ascertained the underlying market, economic and other assumptions relied upon by such sources. Market and economic data is subject to variations and cannot be verified due to limits on the availability and reliability of data inputs, the voluntary nature of the data-gathering process and other limitations and uncertainties inherent in any statistical survey, including those discussed under “CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS” and “RISK FACTORS”. For the avoidance of doubt, nothing stated in this paragraph operates to relieve the Company or the Underwriters from liability for any misrepresentation contained in this Prospectus Supplement or the accompanying Shelf Prospectus under applicable securities laws.

CURRENCY AND EXCHANGE RATE INFORMATION

In this Prospectus Supplement, unless otherwise indicated, all dollar amounts and references to “US$” or “USD” are to U.S. dollars, references to “C$” or “$” are to Canadian dollars, references to “€” are to European euros, and references to “A$” are to Australian dollars. This Prospectus Supplement, the accompanying Shelf Prospectus and the documents incorporated by reference herein and therein contain translations of some Canadian dollar amounts into U.S. dollars solely for your convenience.

The following table sets forth for each of the periods indicated: (i) the exchange rates in effect at the end of the period; (ii) the high exchange rate during such period; (iii) the low exchange rate during such period; and (iv) the average exchange rate for such period, for one Canadian dollar, expressed in U.S. dollars, as quoted by the Bank of Canada.

Except as indicated otherwise herein, U.S. dollar exchange rate information is based on the daily exchange rate of the U.S. dollar on December 8, 2025 as quoted by the Bank of Canada, being C$1.00 = US$0.7227 (US$1.00 = C$1.3837).

WHERE YOU CAN FIND MORE INFORMATION

In addition to our continuous disclosure obligations under the securities laws of the applicable provinces of Canada, we are subject to the informational requirements of the Exchange Act and in accordance therewith furnish or file, as applicable, reports and other information with the SEC. Under the multi-jurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United States. As a foreign private issuer, Almonty is exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and Almonty’s officers and directors are exempt from the reporting and short swing profit recovery provisions contained in Section 16 of the Exchange Act. Some of the documents that we file with or furnish to the SEC are electronically available from EDGAR, and may be accessed at www.sec.gov.

We have filed with the SEC a Registration Statement on Form F-10 under the U.S. Securities Act with respect to the Common Shares offered hereunder. This Prospectus Supplement and the accompanying Shelf Prospectus, which forms a part of the Registration Statement, do not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the SEC. For further information with respect to us and the Common Shares offered hereunder, reference is made to the Registration Statement and to the schedules and exhibits filed therewith. Statements contained in this Prospectus Supplement and the accompanying Shelf Prospectus as to the contents of certain documents are not necessarily complete and, in each instance, reference is made to the copy of the document filed as an exhibit to the Registration Statement. Each such statement is qualified in its entirety by such reference. See “DOCUMENTS FILED AS PART OF THE REGISTRATION STATEMENT”.

ALMONTY INDUSTRIES INC.

Almonty is a leading producer of tungsten concentrate, primarily for the defense industry, with plans to vertically integrate into oxide production, and Almonty holds an additional deposit of molybdenum. The Company’s flagship asset, the Sangdong tungsten mine (the “Sangdong Mine”) in South Korea, is one of the world’s largest tungsten deposits by Inferred Mineral Resource and provides tungsten of superior grade compared with global peers, and is in soft commissioning. Almonty also has a molybdenum project with significant Inferred Mineral Resources on a separate property adjacent to the tungsten orebody at the Sangdong Mine (the “Sangdong Molybdenum Project”). This molybdenum opportunity provides access to another critical material used in aerospace alloys, energy infrastructure and nuclear defense. The Company also owns and operates the Panasqueira tungsten mine (the “Panasqueira Mine”) in Covilha, Castelo Branco, Portugal, one of the world’s longest-producing tungsten mines, which has been operating for over a century and is renowned for its high-grade, low-impurity tungsten concentrate. Almonty’s Spanish assets include the Valtreixal tungsten mine project (“the Valtreixal Mine”) located in the province of Zamora, in Western Spain, which is currently under development, and the Los Santos tungsten mine (the “Los Santos Mine” and together with the Sangdong Mine, the Sangdong Molybdenum Project, the Panasqueira Mine and the Valtreixal Mine, the “Mineral Projects”) located near Salamanca, Spain, which is currently in care and maintenance. In addition, the Company has the exclusive right to explore, develop and mine certain unpatented tungsten mining claims located in Beaverhead County, Montana in the United States (the “Gentung Browns Lake Tungsten Project”).

Almonty was incorporated under the laws of the province of British Columbia on September 28, 2009 and was continued under the CBCA effective March 27, 2012. On February 27, 2025, the holders of Common Shares of the Company voted in favour of changing the Company’s jurisdiction of incorporation from the federal jurisdiction of Canada to the State of Delaware, such that the Company would be governed by the Delaware General Corporation Law (the “Domestication”). The Domestication reflects the growing importance of the United States in the Company’s strategic positioning. If the board of directors of the Company (the “Board”) decides to proceed with the Domestication, the Domestication will be implemented by way of a court-approved plan of arrangement under the CBCA (the “Arrangement”) and will be effective on the date set forth in the Certificate of Conversion and Certificate of Incorporation, as filed with the Secretary of State of the State of Delaware. In addition to the issuance of the final order of the Ontario Superior Court of Justice (Commercial List) approving the Arrangement, the Arrangement is subject to the receipt of appropriate consents, approvals, and/or waivers from relevant regulatory authorities and third parties, including the CBCA Director, the TSX, the Nasdaq and the ASX. Pursuant to the resolution approved by the holders of Common Shares of the Company, the Board may, without further notice to or approval of the Company’s shareholders, decide not to proceed with the Arrangement. It is notably possible that, if the Board is, among other factors, not satisfied that it is in the Company’s best interest due to anticipated Canadian tax consequences of the Arrangement, it may not proceed with the Arrangement.

Almonty’s head and registered office is located at 100 King Street West, Suite 5700, Toronto, Ontario, Canada, M5X 1C7.

For a list of the Company’s subsidiaries and further description of the business of the Company, please see the AIF. Additional information about our business is also included in other documents incorporated by reference in this Prospectus Supplement, which are available under our profile on SEDAR+ at www.sedarplus.ca.

Material Mineral Project

As announced on July 3, 2025, the Company has conducted a reassessment of its mining portfolio and has concluded that, on the basis of its current strategy, including management’s focus and deployment of resources on the Sangdong Mine and the expected economic importance to the Company of the production at Phase I relative to its other properties, as well as the expected timing and significant potential production increase of Phase II, the Sangdong Mine is the only mineral project on a property that is material to the Company for the purposes of NI 43-101.

Recent Developments

On November 17, 2025, the Company completed its acquisitions of U.S. Tungsten Inc., a U.S.-based privately-owned minerals explorer with the exclusive right to explore, develop and mine the Gentung Browns Lake Tungsten Project, and a privately held Montana corporation holding a number of assets including, but not limited to, a plant permit, water rights and tungsten mining equipment for use in the processing of tungsten from the Gentung Browns Lake Tungsten Project.

MINERAL PROJECTS

For additional information about the Company’s Mineral Projects, please refer to the section entitled “Mineral Projects” at pages 54 to 123 of the Company’s supplemented short form PREP prospectus dated July 11, 2025 and filed on July 14, 2025, which is available electronically under the Company’s profile on SEDAR+ at www.sedarplus.ca and on EDGAR at www.sec.gov and incorporated by reference herein.

USE OF PROCEEDS

The net proceeds to the Company from the sale of Offered Shares, after deducting the Underwriters’ Fee and the estimated expenses of the Offering (estimated to be approximately US$1 million) are expected to be approximately US$105.6 million, or approximately US$121.6 million if the Option is exercised in full.

As at September 30, 2025, the Company had cash and cash equivalents on hand of approximately C$111.6 million and a working capital position of approximately C$74.4 million. 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. For the 12-month period ended September 30, 2025, the Company’s approximate monthly cash burn rate was US$737,719.

The proposed use of the net proceeds from the sale of Offered Shares is described in detail below. The below noted allocation represents the Company’s intentions with respect to its use of proceeds from the sale of Offered Shares based on current knowledge, planning and expectations of management, and business conditions, of the Company. While the Company believes that the proposed use of proceeds described below is reasonable, management of the Company will retain a degree of discretion in specifically allocating the net proceeds from the sale of Offered Shares and, if exercised, from the exercise of the Option. Actual expenditures may differ from the estimates set forth below. There may be circumstances where, for sound business reasons, including the Company’s varying operating and capital needs, a reallocation of the net proceeds may be deemed prudent or necessary. The actual amount that the Company spends in connection with each of the intended uses of proceeds may vary significantly from the amounts specified below and will depend on a number of factors, including those listed under the heading “RISK FACTORS” in this Prospectus Supplement.

Although the Company expects the Sangdong Mine to generate positive cash flow once in commercial production, the Company is not expecting to receive, directly or indirectly, cash flow from such production (whether by way of dividends or otherwise) until the first quarter of 2026, an underlying assumption in the following use of proceeds. The Company intends to use the net proceeds from the sale of Offered Shares for the following principal purposes:

If the Option is exercised in whole or in part, the Company intends to use the additional net proceeds from such exercise to undertake exploration and development work at the Gentung Browns Lake Tungsten Project (up to US$28.3 million (or up to 23.3% of the net proceeds)), to undertake expansion work at the Panasqueira Mine (up to US$28.3 million (or up to 23.3% of the net proceeds)), to undertake exploration work at the Sangdong Molybdenum Project (up to US$28.3 million (or up to 23.3% of the net proceeds)), and for working capital and general corporate purposes (up to US$36.5 million (or up to 30% of the net proceeds)).

Business Objectives and Principal Purposes

While the Company remains primarily focused on advancing the Sangdong Mine, it intends to allocate a portion of the net proceeds from the Offering to evaluate and advance the development of other opportunities within its projects portfolio. These include the Gentung Browns Lake Tungsten Project, the Panasqueira Mine, and the Sangdong Molybdenum Project. The Company believes that the completion of the Offering will better position the Company to further its business objectives of exploration and development of its assets and create long-term value for the Company’s shareholders.

In order to support the evaluation of the development path and the production profile of the recently acquired Gentung Browns Lake Tungsten Project, the Company intends to use up to US$24.6 million (or up to approximately 23.3%) of the net proceeds of the Offering to fund development and exploration activities at the Gentung Browns Lake Tungsten Project, including across the Gentung-Browns Lake corridor, consistent with the Company’s exclusive rights to explore and develop the Gentung Browns Lake Tungsten Project. Such activities may include engineering, metallurgical, infrastructure-related or preparatory site-development work, as well as further studies, assessments, and other project-advancement activities, such as drilling.

Although no formal decision has been made yet, based on the results from exploration activities, production at Gentung Browns Lake Tungsten Project may be possible in the coming years, with a production capacity that is currently under review by Almonty.

In the event of the exercise of the Option in full, the Company intends to allocate an additional US$28.3 million towards exploration and development work at the Gentung Browns Lake Tungsten Project.

The Company intends to use up to US$24.6 million (or up to approximately 23.3%) of the net proceeds of the Offering toward the development of the planned extension of the Panasqueira Mine (the “L4 Extension”). The L4 Extension is designed to access deeper ore zones below the current mining levels, primarily from Level 3, with the potential to extend the life of the mine and significantly increase production capacity. The expansion aims to raise processing capacity from approximately 600,000 tonnes to 800,000 tonnes and improve the average head grade to approximately 0.19%. Following completion of the planned extension, annual WO₃ production is expected to reach approximately 124,000 MTUs of WO₃ concentrate.

In connection with the planned expansion, Almonty intends to advance development activities that may include additional underground access and processing optimization initiatives to support the targeted increase in capacity and grade. The Company also might conduct additional drilling at the Panasqueira Mine orebody to improve geological understanding and support the planned expansion.

In the event of the exercise of the Option in full, the Company intends to allocate an additional US$28.3 million towards expansion work at the Panasqueira Mine.

The Company intends to use up to US$24.6 million (or up to approximately 23.3%) of the net proceeds of the Offering to fund ongoing development activities at the Sangdong Molybdenum Project. These activities include the current drilling program at the Sangdong Molybdenum Project, announced on September 23, 2025, to obtain data to confirm whether mineral reserves of molybdenum can be established ahead of possible future production. The proceeds may also be used for project engineering, permitting, and preparatory infrastructure works in connection with the potential development of the project.

In the event of the exercise of the Option in full, the Company intends to allocate an additional US$28.3 million towards exploration work at the Sangdong Molybdenum Project.

Up to US$31.7 million (or up to approximately 30%) of the net proceeds of the Offering will be used primarily for general corporate purposes, including, but not limited to, working capital, corporate expenses, business development, potential future acquisitions and other purposes.

Following completion of the Offering, the Company will have working capital of approximately $209.9 million. The Company had negative cash flow from operating activities for the nine-month period ended September 30, 2025 of approximately $6.8 million. The Company also had negative operating cash flow for the year ended December 31, 2024. The Company anticipates that it will continue to have negative cash flow from operating activities as it finalizes the development and construction of the Sangdong Mine and achieves commercial production, and a portion of the net proceeds of the Offering may thus be used to fund anticipated negative cash flows in future periods. The Company wants to leverage the net proceeds of the Offering in pursuit of its ongoing general business objective of achieving positive operating cash flows.

In the event of the exercise of the Option in full, the Company intends to allocate an additional US$36.5 million towards working capital, corporate expenses, business development, potential future acquisitions and other purposes.

DESCRIPTION OF SECURITIES

The authorized share capital of Almonty consists of an unlimited number of Common Shares of which 235,788,873 are issued and outstanding as at the date of this Prospectus Supplement. There are also outstanding 4,284,410 warrants to acquire Common Shares (“Warrants”), 2,366,292 CDI options to acquire Common Shares, 7,497,976 stock options (“Stock Options”) and 3,277,773 restricted share units (“Restricted Share Units” or “RSUs”) as of the date of this Prospectus Supplement.

See “DESCRIPTION OF SECURITIES—Common Shares” in the Shelf Prospectus for a detailed description of the attributes of our Common Shares.

CONSOLIDATED CAPITALIZATION

Other than as may be described in this Prospectus Supplement or the documents incorporated herein, since September 30, 2025, there have been no material changes in our consolidated share and loan capital. The following table sets forth our cash and cash equivalents, long-term debt and financial liabilities and capitalization as of September 30, 2025 on an actual basis and after giving effect to the Offering. This table should be read in conjunction with the Q3 Financial Statements and Q3 MD&A, which are incorporated by reference herein.

The foregoing table excludes:

Certain convertible debentures, warrants, and CDI options carry exercise prices designated in U.S. dollars, Euros, or Australian dollars. To determine the weighted average exercise prices set out above, the respective exercise price of such convertible debentures, warrants, and CDI options were converted into Canadian dollars using the exchange rate published by the Bank of Canada on July 10, 2025.

PRIOR SALES

The following table summarizes the issuance by the Company of Common Shares and of securities that are convertible or exchangeable into Common Shares during the 12-month period preceding the date of this Prospectus Supplement.

Common Shares

Stock Options granted under the Company’s Third Amended and Restated Incentive Stock Option Plan or the Company’s Omnibus Equity Incentive Plan

Restricted Shares Units granted under the Company’s Restricted Share Unit Plan and under the Company’s Omnibus Equity Incentive Plan

Warrants and CDI Options

MARKET FOR SECURITIES

On July 3, 2025, we effected a 1.5-to-1 consolidation of our Common Shares and our Common Shares commenced trading on a post-consolidated basis on July 7, 2025. The consolidation was approved by our shareholders on April 30, 2025 at our annual general and special meeting of shareholders. Except where otherwise noted, all information in this Prospectus Supplement and the documents incorporated by reference dated on or after the date of the Share Consolidation give pro forma effect to such share consolidation. See “CONSOLIDATED CAPITALIZATION”.

TSX (Common Shares)

Nasdaq (Common Shares)

ASX (CDIs)