Almonty Announces it Has Reached an Agreement to Convert a CAD$4.0 Million Convertible Debenture and
Outstanding Interest into Common Shares
Almonty Industries Inc. (TSX-V:AII):
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES
Almonty Industries Inc. (TSX-V:AII) (“Almonty”) announces that it reached an agreement with Deutsche Rohstoff AG
(“DRAG”), an existing shareholder of and lender to Almonty, to convert (the “Conversion”) into common shares of
Almonty (“Common Shares”) a non-transferable secured convertible debenture held by DRAG in the principal amount of
CAD$4,000,000 due September 15, 2017 (the “Debenture”). The conversion is to be effected at a price per Common Share of
$0.60, a significant premium to the current market price of the Common Shares.
Almonty and DRAG also have reached an agreement to settle the outstanding interest under the Debenture (which amounted to
$326,575 as at August 18, 2017) through the issuance of Common Shares, such issuance to be effected at the volume weighted average
price of the Common Shares on the TSX Venture Exchange (“TSXV”) for the 15 trading days prior to the date hereof, subject to the
minimum pricing rules of the TSXV.
As the conversion price of the Conversion is to be effected at a price per Common Share less than what is provided for under the
Debenture, the Conversion is subject to approval of the TSXV, as is the issuance of Common Shares in satisfaction of the
outstanding interest under the Debenture.
The transactions contemplated by the Conversion and the issuance of Common Shares in satisfaction of interest due under the
Debenture each constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of
Minority Shareholders in Special Transactions (“MI 61-101”). For these transactions, Almonty is relying on the exemption
from the formal valuation requirements of MI 61-101 contained in section 5.5(b) of MI 61-101 and on the exemption from the minority
shareholder approval requirements of MI 61-101 contained in Section 5.7(1)(a) of MI 61-101.
About Almonty
The principal business of Toronto, Canada-based Almonty Industries Inc. is the mining, processing and shipping of tungsten
concentrate from its Los Santos Mine in western Spain and its Panasqueira mine in Portugal as well as the refurbishment of its
Wolfram Camp Mine in north Queensland, Australia, the development of its Sangdong tungsten mine in Gangwon Province, South Korea
and the development Valtreixal tin/tungsten project in north western Spain. The Los Santos Mine was acquired by Almonty in
September 2011 and is located approximately 50 kilometres from Salamanca in western Spain and produces tungsten concentrate. The
Wolfram Camp Mine was acquired by Almonty in September 2014 and is located approximately 130 kilometres west of Cairns in northern
Queensland, Australia and has produced tungsten and molybdenum concentrate, although the Wolfram Camp Mine is not currently
producing due to ongoing refurbishment of the processing plant. The Panasqueira mine, which has been in production since 1896, is
located approximately 260 kilometres northeast of Lisbon, Portugal, was acquired in January 2016 and produces tungsten concentrate.
The Sangdong mine, which was historically one of the largest tungsten mines in the world and one of the few long-life, high-grade
tungsten deposits outside of China, was acquired in September 2015 through the acquisition of a 100% interest in Woulfe Mining
Corp. Almonty owns 100% of the Valtreixal tin-tungsten project in north-western Spain. Further information about Almonty’s
activities may be found at www.almonty.com and under Almonty’s profile at www.sedar.com .
Legal Notice
The release, publication or distribution of this announcement in certain jurisdictions may be restricted by law and therefore
persons in such jurisdictions into which this announcement is released, published or distributed should inform themselves about and
observe such restrictions.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
Disclaimer for Forward-Looking Information
When used in this press release, the words “estimate”, “project”, “belief”, “anticipate”, “intend”, “expect”, “plan”,
“predict”, “may” or “should” and the negative of these words or such variations thereon or comparable terminology are intended to
identify forward-looking statements and information. This press release contains forward-looking statements and information. These
statements and information are based on management’s beliefs, estimates and opinions on the date that statements are made and
reflect Almonty’s current expectations.
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual
results, level of activity, performance or achievements of Almonty to be materially different from those expressed or implied by
such forward-looking statements, including but not limited to: any specific risks relating to fluctuations in the price of ammonium
para tungstate (“APT”) from which the sale price of Almonty’s tungsten concentrate is derived, actual results of mining and
exploration activities, environmental, economic and political risks of the jurisdictions in which Almonty’s operations are located
and changes in project parameters as plans continue to be refined, forecasts and assessments relating to Almonty’s business, credit
and liquidity risks, hedging risk, competition in the mining industry, risks related to the market price of Almonty’s shares, the
ability of Almonty to retain key management employees or procure the services of skilled and experienced personnel, risks related
to claims and legal proceedings against Almonty and any of its operating mines, risks relating to unknown defects and impairments,
risks related to the adequacy of internal control over financial reporting, risks related to governmental regulations, including
environmental regulations, risks related to international operations of Almonty, risks relating to exploration, development and
operations at Almonty’s tungsten mines, the ability of Almonty to obtain and maintain necessary permits, the ability of Almonty to
comply with applicable laws, regulations and permitting requirements, lack of suitable infrastructure and employees to support
Almonty’s mining operations, uncertainty in the accuracy of mineral reserves and mineral resources estimates, production estimates
from Almonty’s mining operations, inability to replace and expand mineral reserves, uncertainties related to title and indigenous
rights with respect to mineral properties owned directly or indirectly by Almonty, the ability of Almonty to obtain adequate
financing, the ability of Almonty to complete permitting, construction, development and expansion, challenges related to global
financial conditions, risks related to future sales or issuance of equity securities, differences in the interpretation or
application of tax laws and regulations or accounting policies and rules and acceptance of the TSX-V of the listing of Almonty
shares on the TSX-V.
Forward-looking statements are based on assumptions management believes to be reasonable, including but not limited to, no
material adverse change in the market price of ammonium para tungstate (APT), the continuing ability to fund or obtain funding for
outstanding commitments, expectations regarding the resolution of legal and tax matters, no negative change to applicable laws, the
ability to secure local contractors, employees and assistance as and when required and on reasonable terms, and such other
assumptions and factors as are set out herein. 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 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 PRESS RELEASE REPRESENTS THE EXPECTATIONS OF ALMONTY AS OF THE DATE OF THIS
PRESS 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 EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE LAWS.
For further information, please contact:
Almonty Industries Inc.
Lewis Black, +1 647 438-9766
Chairman, President and CEO
info@almonty.com
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