Almonty Industries Inc.

Commitment to issue shares

During the year ended December 31, 2025, a EUR 7,900 secured convertible debenture (Note 11(c)(x)) was deemed to have been converted into equity for which shares were issued subsequent to year-end (Note 24(a)).

On November 14, 2025 Almonty acquired a 100% ownership interest in US Tungsten Inc (“Gentung”) from a privately owned United States (the “U.S.”) based minerals explorer. Gentung is the 100% owner of various rights and interest comprising the Gentung Tungsten Project. The project is located in Beaverhead County, Montana.

Almonty acquired 100% of the shares of Gentung. The fair value of the consideration transferred comprised USD$9,000,000, for which the Company issued 1,347,305 shares at a deemed issue price of CAD 9.25 per share, and a paid cash payment of US$750 (CAD 1,043), resulting in total consideration of US$9,750 (CAD$13,506).

The acquisition does not meet the definition of a business in accordance with AASB 3Business Combinations, as it satisfied the asset concentration test. Accordingly, the transaction has been accounted for as an asset acquisition. Under this approach, the consideration transferred has been allocated to the identifiable assets acquired on a relative fair value basis.

The allocation of the purchase consideration to the identifiable assets acquired is set out below:

Transaction costs of $30 were capitalized to the assets acquired.

On November 15, 2025 Almonty acquired 100% ownership interest in Apex Garnet Inc (“Apex”) from a privately owned U.S. based minerals explorer. Apex is the 100% owner of various assets for use in the processing of tungsten for the Gentung Tungsten Project. Apex holds a number of assets including, but not limited to, a plan permit, water rights and tungsten mining equipment for use in the processing of tungsten.

Almonty acquired 100% of the shares of Apex. The fair value of the consideration transferred comprised the payment of US$250 (CA$348) cash.

The acquisition does not meet the definition of a business in accordance with AASB 3Business Combinations, as it satisfied the asset concentration test. Accordingly, the transaction has been accounted for as an asset acquisition. Under this approach, the consideration transferred has been allocated to the identifiable assets acquired on a relative fair value basis.

The allocation of the purchase consideration to the identifiable assets acquired is set out below:

Transaction costs of $3 were capitalized to the assets acquired.

A reconciliation of income taxes at statutory rates with the reported taxes for the year ended December 31, 2025 and 2024 are as follows:

The enacted or substantively enacted tax rates for the Company are as follows:

The rates applied in the tax provision are based on where the Company’s principal subsidiaries operate.

Recognized deferred income tax assets and liabilities relate to the following:

Deferred tax assets for the following temporary differences have not been recognized in the consolidated financial statements:

Based on the Company’s estimates for future taxable income and available taxable temporary differences, the Company concluded that it is not probable that all of the benefits of the above unrecognized temporary differences will be realized. Accordingly, the related deferred tax assets have not been recognized.

The Company has the following non-capital tax losses that expire in the years indicated:

The Company incurred employee compensation and benefit expenses of $37,401 for the year ended December 31, 2025 (year ended December 31, 2024 - $25,354).

The Company’s operations are segmented on a regional basis and are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker who is responsible for allocating resources and assessing performance of the operating segments has been defined as the Chief Executive Officer.

Management monitors the business of the Company as a single commodity segment, whose operations relate to the exploration and mining of tungsten across two geographical locations: the Iberian Peninsula (Spain and Portugal) and the Republic of Korea.

For management reporting purposes, the Company is organized into business units based on its products and activities, and has five reportable operating segments, as follows:

The Company monitors the operating results of its operating segments separately for the purpose of making decisions about resource allocation and performance assessment. Segment performance is evaluated based on income (losses) from mining operations and is measured consistently with income (losses) from mining operations in the consolidated financial statements.

The accounting policies used by the Company in reporting segments internally are the same as those contained in Note 3.

Segmented information for the year ended December 31, 2025 is as follows:

Segmented information for the year ended December 31, 2024 is as follows:

Information by geographical region is as follows:

Financial instruments

Fair values are determine directly by reference to published price quotation in an active market, when available, or by using a valuation technique that uses inputs observed from relevant markets.

The three levels of the fair value hierarchy are described below:

The carrying value of cash, trade receivables and accounts payable and accrued liabilities approximates their fair value due to their short terms to maturity. The accounts receivable associated with provisional pricing arrangements are a Level 2 fair value estimate and are valued based upon observable WO 3 forward prices as of the reporting date. The fair value of long-term debt is a Level 2 fair value estimate and is not materially different from the carrying value based on current market rates of interest, or interest rates set at relatively short time intervals. The fair value of warrant and derivative liabilities are a Level 3 fair value estimate and the carrying value is based on a Black-Scholes market estimate.

Financial risk management objectives and policies

Almonty’s activities expose it to a variety of financial risks: market risk (including interest rate risk and foreign exchange risk), credit risk and liquidity risk. Almonty’s overall risk management program focuses on the unpredictability of financial markets and seeks to minimize potential adverse effects on the Company’s financial performance.