UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
6-K
REPORT
OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 OF THE
SECURITIES EXCHANGE ACT OF 1934
For
the month of June, 2026
Commission
File Number: 001-42737
ALMONTY
INDUSTRIES INC.
(Translation
of registrant’s name into English)
8
South Idaho Street, Suite A
Dillon,
Montana 59725 United States of America
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F ☐ Form 40-F ☒
EXPLANATORY
NOTE
Indenture
and Convertible Notes
On
June 9, 2026 (the “Closing Date”), Almonty Industries Inc. (the “Company”) issued US$800 million aggregate principal
amount of its 2.25% Convertible Senior Notes due 2031 (the “Convertible Notes”). The Convertible Notes were issued pursuant
to, and are governed by, an indenture (the “Indenture”), dated as of the Closing Date, between the Company, Computershare
Trust Company, N.A., as U.S. trustee (the “US Trustee”), and Computershare Trust Company of Canada, as Canadian co-trustee
(the “Canadian Co-Trustee” and, together with the US Trustee, the “Trustee”). Pursuant to the purchase agreement
between the Company and the representatives of the initial purchasers of the Convertible Notes, the Company granted the purchasers an
option to purchase, within a 13-day period beginning on, and including, the date on which the Convertible Notes are first issued, up
to an additional US$100 million aggregate principal amount of the Convertible Notes. The Convertible Notes issued on June 9, 2026 include
US$100 million principal amount of Convertible Notes issued pursuant to the full exercise by the initial purchasers of such option.
The
net proceeds from this offering are approximately US$772.7 million, after deducting the initial purchasers’ discounts and commissions
and the Company’s estimated offering expenses. The Company used approximately US$83 million of the net proceeds to fund the cost
of entering into the capped call transactions described herein. The Company intends to use the remainder of the net proceeds for working
capital and general corporate purposes, which may include, without limitation, acquisitions of assets or businesses.
The
Convertible Notes will be senior, unsecured obligations of the Company and will accrue interest at a rate of 2.25% per annum, payable
semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The Convertible Notes will mature on July
1, 2031, unless earlier repurchased, redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their Convertible
Notes only upon the occurrence of certain events. From and after April 1, 2031, noteholders may convert their Convertible Notes at any
time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company
will settle conversions by delivering the Company’s common shares, no par value (the “common shares”), or may choose
to pay or deliver, as applicable, either cash or a combination of cash and common shares, at the Company’s election. The initial
conversion rate is 36.4950 common shares per US$1,000 principal amount of Convertible Notes, which represents an initial conversion price
of approximately US$27.40 per common share. The initial conversion price represents a premium of approximately 32.5% over the last reported
sale price of US$20.68 per common share on June 4, 2026. The conversion rate and conversion price will be subject to adjustment upon
the occurrence of certain events.
The
Convertible Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at the Company’s option at
any time, and from time to time, on or after July 1, 2029 and on or before the 40th scheduled trading day immediately before the maturity
date, but only if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time and
certain other conditions are satisfied. In addition, the Convertible Notes will be redeemable, in whole and not in part, at the Company’s
option at any time in connection with certain changes in tax law. The redemption price will be equal to the principal amount of the notes
to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If
a “fundamental change” (as defined in the Indenture) occurs, then, subject to a limited exception, the Company will be required
to offer to each noteholder to repurchase its Convertible Notes for cash. The repurchase price will be equal to the principal amount
of the Convertible Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
The
Convertible Notes will have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture),
which include the following: (i) certain payment defaults on the Convertible Notes (which, in the case of a default in the payment of
interest on the Convertible Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices
under the Indenture within specified periods of time; (iii) the Company’s failure to convert a Convertible Note in accordance with
the terms of the Indenture and the Convertible Note (subject to a five-day cure period); (iv) the Company’s failure to comply with
certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease
or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its
subsidiaries, taken as a whole, to another person; (v) a default by the Company in its other obligations or agreements under the Indenture
or the Convertible Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture;
(vi) the occurrence of a Termination of Trading (as defined in the Indenture); (vii) certain defaults by the Company or any of its significant
subsidiaries with respect to indebtedness for borrowed money of at least US$75,000,000 (subject to the limitations set forth in the Indenture);
and (viii) certain events of bankruptcy, insolvency and reorganization involving the Company or any of its significant subsidiaries.
If
an Event of Default involving bankruptcy, insolvency or reorganization events with respect to the Company (and not solely with respect
to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the
Convertible Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any
other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate
principal amount of Convertible Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of,
and all accrued and unpaid interest on, all of the Convertible Notes then outstanding to become due and payable immediately. However,
notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain
failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders
to receive special interest on the Convertible Notes for up to 366 days at a specified rate per annum not exceeding 0.50% on the principal
amount of the Convertible Notes.
The
above description of the Indenture and the Convertible Notes is a summary and is not complete. A copy of the Indenture and the form of
the certificate representing the Convertible Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Report on Form 6-K, and the
above summary is qualified by reference to the terms of the Indenture and the Convertible Notes set forth in such exhibits.
Capped
Call Transactions
On
June 4, 2026, in connection with the pricing of the offering of the Convertible Notes, the Company entered into privately negotiated
capped call transactions (the “Base Capped Call Transactions”) with Bank of America, N.A. and Goldman Sachs & Co. LLC
(the “Option Counterparties”). In addition, on June 5, 2024, in connection with the initial purchasers’ exercise of
their option to purchase additional Convertible Notes, the Company entered into additional capped call transactions (the “Additional
Capped Call Transactions,” and, together with the Base Capped Call Transactions, the “Capped Call Transactions”) with
each of the Option Counterparties. The Capped Call Transactions cover, subject to anti-dilution adjustments, the aggregate number of
the ordinary shares that initially underlie the Convertible Notes, and are expected generally to reduce potential dilution to the common
shares upon any conversion of Convertible Notes and/or offset any cash payments the Company is required to make in excess of the principal
amount of converted Convertible Notes, as the case may be, with such reduction and/or offset subject to a cap, based on the cap price
of the Capped Call Transactions. The cap price of the Capped Call Transactions is initially US$41.36 per share, which represents a premium
of 100% over the last reported sale price of the common shares on June 4, 2026, and is subject to certain adjustments under the terms
of the Capped Call Transactions. The Capped Call Transactions will be solely cash settled unless certain conditions are satisfied. The
cost of the Capped Call Transactions was approximately $44.4 million.
The
Capped Call Transactions are separate transactions, each between the Company and the applicable Option Counterparty, and are not part
of the terms of the Convertible Notes and will not affect any holder’s rights under the Convertible Notes or the Indenture. Holders
of the Convertible Notes will not have any rights with respect to the Capped Call Transactions.
The
above description of the Capped Call Transactions is a summary and is not complete. A copy of the form of confirmation for the Capped
Call Transactions is filed as Exhibit 10.1 to this Report on Form 6-K, and the above summary is qualified in its entirety by reference
to the terms of the form of confirmation set forth in such exhibit.
Other
Events
On
the Closing Date, the Company issued a press release announcing that it has completed the sale of the Convertible Notes, pursuant to
the purchase agreement between the Company and the initial purchasers of the Convertible Notes. A copy of the Company’s press release
is attached hereto as Exhibit 99.1, which is incorporated herein by reference.
Forward-Looking
Statements
This
Report on Form 6-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,
as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that involve substantial risks and
uncertainties. Forward-looking statements include information concerning possible or assumed future results of operations, including
descriptions of our business plan and strategies and trends we expect to affect our business. These statements often include words such
as “anticipate,” “expect,” “suggests,” “plan,” “believe,” “intend,”
“estimates,” “targets,” “projects,” “should,” “could,” “would,”
“may,” “will,” “forecast,” and other similar expressions. These forward-looking statements are contained
throughout this Report on 6-K. We base these forward-looking statements or projections on our current expectations, plans and assumptions
that we have made in light of our experience in the industry, as well as our perceptions of historical trends, current conditions, expected
future developments and other factors we believe are appropriate under the circumstances and at such time. As you read and consider this
Report on Form 6-K, you should understand that these statements are not guarantees of future performance or results. The forward-looking
statements and projections are subject to and involve risks, uncertainties and assumptions and you should not place undue reliance on
these forward-looking statements or projections. Although we believe that these forward-looking statements and projections are based
on reasonable assumptions at the time they are made, you should be aware that many factors could affect our actual financial results
or results of operations, and could cause actual results to differ materially from those expressed in the forward-looking statements
and projections.
DOCUMENTS
FILED AS PART OF THIS FORM 6-K
| Exhibit |
|
Description |
| 4.1 |
|
Indenture,
dated as of June 9, 2026, among Almonty Industries Inc., Computershare Trust Company, N.A., as U.S. trustee, and Computershare Trust
Company of Canada, as Canadian co-trustee |
| 4.2 |
|
Form
of certificate representing the 2.25% Convertible Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1). |
| 10.1 |
|
Form
of Capped Call Transactions Confirmation. |
| 99.1 |
|
Press
Release, dated June 9, 2026 |
| 99.2 |
|
Material
Change Report, dated June 12, 2026 |
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:
June 12, 2026 |
|
| |
By: |
/s/
Lewis Black |
| |
Name:
|
Lewis
Black |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
Almonty
Industries Announces Closing of its Oversubscribed Convertible Senior Notes Offering Including Full Exercise of Over-Allotment Option
Successful
Closing Strengthens Almonty’s Balance Sheet to Support Its Emergence as a Leading Non-China Supplier of Strategic Tungsten
DILLON,
Mont. — June 9, 2026 — Almonty Industries Inc. (“Almonty” or the “Company”) (Nasdaq: ALM) (TSX:
AII) (ASX: AII) (Frankfurt: ALI1) today announced the successful closing of its previously announced significantly oversubscribed offering
of US$700,000,000 aggregate principal amount of 2.25% convertible senior notes due 2031 (the “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 notes
were offered in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”).
The
net proceeds of the offering were approximately US$772.7 million, after deducting the initial purchasers’ discounts, commissions
and Almonty’s offering expenses.
Lewis
Black, Chairman, President & Chief Executive Officer of Almonty, commented: “The successful closing of this significantly oversubscribed
offering, including the full exercise of the over-allotment option, reflects the strong conviction institutional investors have in Almonty
and in the essential role tungsten plays in the defense and advanced technology supply chains of the West. This financing meaningfully
strengthens our balance sheet and enhances our financial flexibility as we advance the development of our flagship Sangdong Mine and
work to establish a secure, conflict-free, non-China source of this strategic metal for the United States and its allies.”
The
offer and sale of the notes and any common shares issuable upon conversion of the notes have not been, and will not be, registered under
the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.
This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any common shares issuable
upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which
such offer, sale or solicitation would be unlawful.
About
Almonty
Almonty
(Nasdaq: ALM) (TSX: AII) (ASX: AII) (Frankfurt: ALI1) is a leading supplier of conflict-free tungsten – a strategic metal critical
to the defense and advanced technology sectors. As geopolitical tensions heighten, tungsten has become essential for armor, munitions,
and electronics manufacturing. Almonty’s flagship Sangdong Mine in South Korea, historically one of the world’s largest and
highest-grade tungsten deposits, is expected to be a major contributor to the global non-China tungsten supply chain upon reaching full
capacity, directly addressing critical supply vulnerabilities highlighted by recent U.S. defense procurement bans and export restrictions
by China. With established operations in Portugal and additional projects in the U.S. and Spain, Almonty is strategically aligned to
meet rapidly rising demand from Western allies committed to supply-chain security and defense readiness.
Forward-Looking
Statements
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 expectations with respect to the offering
and the capped call transaction; the potential impact on dilution to the common shares and the market price of the common shares and
the trading of the notes; and the advancement of the Sangdong Mine.
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 our industry or the global economy, including interest rate fluctuations, inflationary pressures, supply chain disruptions,
and commodity market volatility; and trends in our industry and markets, including the competitive environment.
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 for the year ended December 31, 2025 dated March 18, 2026 under the heading
“Risk Factors” and in the Company’s management’s discussion and analysis for the three months ended March 31,
2026 and 2025 dated May 11, 2026 under the heading “Risks and Uncertainties”. 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 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.
Contact
Information
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
Exhibit
99.2
Form
51-102F3
Material
Change Report
| 1. | Name
and Address of Company |
Almonty
Industries Inc. (the “Company” or “Almonty”)
100
King Street West, Suite 5700
Toronto, Ontario M5X 1C7
| 2. | Date
of Material Change |
June
9, 2026
On
June 9, 2026, a news release was disseminated through Business Wire and subsequently filed on the System for Electronic Data Analysis
and Retrieval + (SEDAR+).
| 4. | Summary
of Material Change |
On
June 9, 2026, the Company announced the closing of its previously announced offering of US$700,000,000 aggregate principal amount of
2.25% convertible senior notes due 2031 (the “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.
| 5.1 |
Full
Description of Material Change |
On
June 9, 2026, Almonty announced the closing of its previously announced offering of Notes. The Notes were offered in a private offering
to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended.
The net proceeds of the offering were approximately US$772.7 million, after deducting the initial purchasers’ discounts, commissions
and Almonty’s offering expenses.
The
Notes are senior, unsecured obligations of Almonty and will accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears
on January 1 and July 1 of each year, beginning on January 1, 2027. The Notes will mature on July 1, 2031, unless earlier repurchased,
redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their Notes only upon the occurrence of certain
events. From and after April 1, 2031, noteholders may convert their Notes at any time at their election until the close of business on
the second scheduled trading day immediately before the maturity date. Almonty will settle conversions by delivering common shares, or
may choose to pay or deliver, as applicable, either cash or a combination of cash and common shares, at Almonty’s election. The
initial conversion rate is 36.4950 common shares per US$1,000 principal amount of Notes, which represents an initial conversion price
of approximately US$27.40 per common share. The initial conversion price represents a premium of approximately 32.5% over the last reported
sale price of US$20.68 per common share on June 4, 2026. The conversion rate and conversion price will be subject to adjustment upon
the occurrence of certain events.
The
Notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Almonty’s option at any time, and from
time to time, on or after July 1, 2029 and on or before the 40th scheduled trading day immediately before the maturity date, but only
if the last reported sale price per common share exceeds 130% of the conversion price for a specified period of time and certain other
conditions are satisfied. In addition, the Notes will be redeemable, in whole and not in part, at Almonty’s option at any time
in connection with certain changes in tax law. The redemption price will be equal to the principal amount of the Notes to be redeemed,
plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
If
a “fundamental change” (as defined in the indenture for the Notes) occurs, then, subject to a limited exception, Almonty
will be required to offer to each noteholder to repurchase its Notes for cash. The repurchase price will be equal to the principal amount
of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the applicable repurchase date.
In
connection with the pricing of the Notes, Almonty entered into privately negotiated capped call transactions with one or more of the
initial purchasers of the Notes and/or their affiliates or other financial institutions. The capped call transactions will initially
cover, subject to anti-dilution adjustments substantially similar to those applicable to the Notes, the number of common shares initially
underlying the Notes. The cap price of the capped call transactions will initially be US$41.36 per share, which represents a premium
of 100% over the last reported sale price of Almonty’s common shares of US$20.68 per share on June 4, 2026, and is subject to certain
adjustments under the terms of the capped call transactions.
| 5.2 |
Disclosure
for Restructuring Transactions |
Not
Applicable.
| 6. | Reliance
on subsection 7.1(2) of National Instrument 51-102 |
Not
Applicable.
Not
applicable.
Lewis
Black, Chairman, President and Chief Executive Officer of Almonty, is knowledgeable about the details of the material change and may
be reached at (647)-438-9766.
June
12, 2025.
