Exhibit 4.6

ALMONTY INDUSTRIES INC.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 30, 2025

NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting of the holders of common shares (the “Shares”, and holders thereof, the “Shareholders”) of Almonty Industries Inc. (the “Company”) will be held in the North Boardroom at the offices of Suite 300 – 1055 W. Hastings Street, Vancouver, British Columbia on Wednesday, April 30, 2025, at 10:00 a.m. (Vancouver time) (together with any adjournment or postponement thereof, the “Meeting”).

The following business of the Company will be transacted at the Meeting:

NOTICE-AND-ACCESS

The Company has elected to use the notice-and-access provisions (“Notice-and-Access”) under National Instrument 54-101 – Communications with Beneficial Owners of Securities of a Reporting Issuer and National Instrument 51-102 – Continuous Disclosure Obligations to distribute the proxy-related materials pertaining to the Meeting, including the Notice of Meeting and accompanying Circular to Shareholders. Notice-and-Access allows the Company to post electronic versions of the Meeting materials on SEDAR+ and on the Company’s website, rather than mailing paper copies to Shareholders. This alternative means of distribution of the Company’s proxy-related materials in respect of the Meeting is more environmentally friendly by reducing paper use, and also reduces printing and mailing costs of the Company. Note that Shareholders still have the right to request paper copies of the Meeting materials posted online by the Company under Notice-and-Access if they so choose. The Company will not use procedures known as “stratification” in relation to its use of the Notice-and-Access provisions in relation to the Meeting. Stratification occurs when a reporting issuer using Notice-and-Access provides a paper copy of the relevant circular to some, but not all, Shareholders with the notice package in relation to the relevant meeting.

Accessing Meeting Materials Online

The Meeting materials are available under the Company’s profile on SEDAR+ at www.sedarplus.ca and on the Company’s website at https://almonty.com/investors/agm.

Requesting Printed Meeting Materials

Registered holders may request paper copies of the Circular and/or audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and related management’s discussion and analysis to be sent to them by postal delivery at no cost to them. In order to receive a paper copy of the Circular and/or audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and related management’s discussion and analysis, please call the Company’s transfer agent, Computershare Investor Services Inc. (“Computershare”) toll free at 1-866-962-0498 (within North America) or direct (1-514-982-8716) from outside North America and enter your control number as indicated on your Proxy or Voting Instruction Form.

Beneficial holders who wish to receive a paper copy of the Circular and/or audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and related management’s discussion and analysis should contact Broadridge Investor Communications Solutions, Canada at 1-877-907-7643 or outside North America at 303-562-9305.

Shareholders who wish to receive a paper copy of the Circular and/or audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and related management’s discussion and analysis in advance of the Meeting should make such request to the Company by no later than April 25, 2025, in order to allow reasonable time to receive and review the Circular prior to the proxy deadline of 10:00 a.m. (Vancouver time) on April 28, 2025. The Circular will be sent to Shareholders within three (3) business days of their request if such request is made prior to the date of the Meeting. Following the Meeting, the Circular will be sent to such Shareholders within 10 days of their request.

To obtain additional information about the Notice-and-Access process, a Shareholder may contact the Company’s transfer agent, Computershare, toll free at 1-866-962-0492.

Shareholders may also request a copy of the Circular and/or audited annual consolidated financial statements for the fiscal year ended December 31, 2024 and related management’s discussion and analysis up to the date of the Meeting by emailing the Company’s Corporate Secretary at mcgrath@iocorporate.com.

Proxies

Shareholders are requested to complete, date and sign the form of proxy contained in the notice package they receive (the “Notice Package”) (in the return envelope provided for that purpose), or, alternatively, to vote over the internet, in each case in accordance with the instructions set out in the Notice Package. The completed proxy form must be deposited at the office of Computershare Investor Services Inc. (“Computershare”), 100 University Avenue 8th Floor, Toronto, Ontario, M5J 2Y1, Attn: Proxy Department, by mail, by fax at 1-416-263-9524 or toll free at 1-866-249-7775, or online at www.investorvote.com, or the proxy must otherwise be registered in accordance with the instructions set forth in the Notice Package. Non-registered Shareholders who receive the proxy-related materials through their broker or other intermediary should complete and send the form of proxy or voting instruction form delivered in the Notice Package in accordance with the instructions provided by their broker or intermediary.

To be effective, a proxy must be received by Computershare not later than 10:00 a.m. (Vancouver time) on April 28, 2025, or in the case of any postponement or adjournment of the Meeting, not less than 48 hours, excluding Saturdays, Sundays and holidays, prior to the time of the postponed or adjourned meeting. Late proxies may be accepted or rejected by the Chairperson of the Meeting in his or her discretion. The Chairperson is under no obligation to accept or reject any particular late proxy.

As set out in the notes to the proxy, the enclosed proxy is solicited by management, but you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.

The record date for determining the Shareholders entitled to receive notice of and vote at the Meeting is the close of business on March 14, 2025 (the “Record Date”). Only Shareholders whose names have been entered in the register of Shareholders as of the close of business on the Record Date are entitled to receive notice of and to vote at the Meeting.

All non-registered Shareholders who plan to attend the Meeting must follow the instructions set out in the voting instruction form and in the Circular to ensure that such Shareholders’ Shares will be voted at the Meeting. If you hold your Shares in a brokerage account, you are not a registered Shareholder.

TABLE OF CONTENTS

ALMONTY INDUSTRIES INC. MANAGEMENT INFORMATION CIRCULAR

FOR THE ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON APRIL 30, 2025

This Management Information Circular (the “Circular”) is furnished in connection with the solicitation of proxies by the management of Almonty Industries Inc. (the “Company”), a corporation governed by the Canada Business Corporations Act (the “CBCA”), for use at the Annual General and Special Meeting of the holders of common shares of the Company (the “Shares”, and holders thereof, the “Shareholders”) to be held in the North Boardroom at the offices of Suite 300 – 1055 W. Hastings Street, Vancouver, British Columbia on Wednesday, April 30, 2025, at 10:00 a.m. (Vancouver time) (together with any adjournment or postponement thereof, the “Meeting”) for the purposes set out in the accompanying Notice of Annual General and Special Meeting of Shareholders (the “Notice of Meeting”).

Unless otherwise indicated, information contained in this Circular is given as at March 14, 2025, and all dollar amounts are stated in Canadian dollars.

GENERAL PROXY INFORMATION

The accompanying proxy is being solicited by or on behalf of the management of the Company and the cost of such solicitation will be borne by the Company. It is expected that the solicitation of proxies will be primarily by mail, though proxies may also be solicited, without special compensation, in person or by telephone, fax, email, or other means of communication by directors, officers or regular employees of the Company. The Company may pay investment dealers or other persons holding Shares in their own names or in the names of nominees (collectively, “intermediaries”) for their reasonable expenses incurred in sending this Circular, the accompanying Notice of Meeting, and a form of proxy or voting instruction form, to non-registered, beneficial owners of Shares.

A notice regarding the use of Notice-and-Access (as hereinafter defined) and a form of proxy or voting instruction form (“VIF”), as applicable, are being sent to both Registered Shareholders (as hereinafter defined) and Beneficial Shareholders (as hereinafter defined). If you are a Beneficial Shareholder and the Company or its agent has sent these materials directly to you, your name and address and information about your holdings of Shares have been obtained in accordance with applicable securities regulatory requirements from the intermediary who holds your Shares on your behalf.

Registered Shareholders

A registered Shareholder (“Registered Shareholder”) is a Shareholder whose share certificate bears the name of that Shareholder. Registered Shareholders are entitled to vote their Shares in person at the Meeting or by proxy, and such Shareholders may be able to vote their proxies over the internet, by telephone or by mail in accordance with the instructions set out in the accompanying form of proxy.

If you are a Registered Shareholder and wish to vote in person at the Meeting, you should not complete or return the accompanying form of proxy, as your vote will be taken and counted at the Meeting. Shareholders wishing to vote in person must register their attendance with the scrutineer upon arrival at the Meeting.

If you are a Registered Shareholder and do not wish to attend the Meeting or to vote in person, you may vote by proxy by properly completing, signing and depositing the accompanying form of proxy with the Company’s transfer agent, Computershare Investor Services Inc. (the “Transfer Agent”). Registered Shareholders who elect to submit a proxy may do so online at www.investorvote.com, by telephone at 1- 866-732-VOTE (8683) (for Shareholders within North America) or 1-312-588-4290 (for Shareholders outside North America), or by mail to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in all cases in accordance with the instructions provided by the Transfer Agent in the accompanying form of proxy and ensuring that the proxy is received not later than 48 hours prior to the commencement of the Meeting, excluding Saturdays, Sundays and holidays.

Beneficial Shareholders

If your Shares are registered in the name of an intermediary, rather than in your own name, you are a beneficial Shareholder (a “Beneficial Shareholder”). Beneficial Shareholders should note that the only proxies that can be recognized and acted upon at the Meeting are those deposited by Registered Shareholders (those whose names appear on the records of the Company as the registered holders of Shares) or as set out in the following disclosure.

If Shares are listed in an account statement provided to a Shareholder by a broker, then in almost all cases those Shares will not be registered in the Shareholder’s name on the records of the Company. Such Shares will more likely be registered under the names of the Shareholder’s broker or an agent of that broker. In Canada, the vast majority of such Shares are registered under the name of CDS & Co. (the registration name for The Canadian Depository for Securities Limited, which acts as nominee for many Canadian brokerage firms), and in the United States under the name of Cede & Co. as nominee for The Depository Trust Company (which acts as depositary for many United States brokerage firms and custodian banks).

Intermediaries are required to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients.

There are two kinds of Beneficial Shareholders: those who object to their name being made known to the issuers of securities which they own (referred to as “OBOs” for objecting beneficial owners) and those who do not object to the issuers of the securities they own knowing who they are (referred to as “NOBOs” for non-objecting beneficial owners).

Non-Objecting Beneficial Owners

The Company is taking advantage of those provisions of National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer of the Canadian Securities Administrators (“NI 54- 101”), which permit the Company to deliver proxy-related materials directly to its NOBOs. As a result, NOBOs can expect to receive a scannable VIF. These VIFs are to be completed and returned to the Transfer Agent online at www.investorvote.com, by telephone at 1-866-734-VOTE (8683) (for Shareholders within North America) or 1-312-588-4291 (for Shareholders outside North America), or by mail to 100 University Avenue, 8th Floor, Toronto, Ontario, M5J 2Y1, in all cases in accordance with the instructions provided in the VIF. The Transfer Agent will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the Shares represented by the VIFs it receives.

By choosing to send these materials to you directly, the Company (and not the intermediary holding your Shares on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your VIF as specified in the request for voting instructions that you receive.

NOBOs who wish to attend and vote in person at the Meeting must insert their own name in the space provided on the VIF to appoint the NOBO (or the name of another person the NOBO wishes to attend the Meeting and vote on the NOBO’s behalf) as proxyholder and otherwise follow the instructions on the VIF. Beneficial Shareholders who appoint themselves as proxyholders should present themselves at the Meeting to a representative of the Transfer Agent. Beneficial Shareholders wishing to attend and vote in person at the Meeting should not otherwise complete the VIF.

Objecting Beneficial Owners

Management of the Company does not intend to pay for intermediaries to deliver proxy-related materials to OBOs under NI 54-101. OBOs will not receive the proxy-related materials in respect of the Meeting unless the intermediary holding Shares on behalf of the OBO assumes the cost of delivery.

Beneficial Shareholders who are OBOs and receive proxy-related materials in respect of the Meeting from their intermediaries should carefully follow the instructions of their broker or intermediary in order to ensure that their Shares are voted at the Meeting.

The form of proxy that will be supplied by your broker will be similar to the proxy provided to Registered Shareholders by the Company. However, its purpose is limited to instructing the intermediary how to vote your Shares on your behalf. Most brokers delegate responsibility for obtaining instructions from clients to Broadridge Financial Solutions, Inc. (“Broadridge”). Broadridge will mail a VIF in lieu of a proxy provided by the Company. The VIF will name the same persons as the Company’s proxy to represent your Shares at the Meeting. You have the right to appoint a person (who need not be a Beneficial Shareholder) other than any of the persons designated in the VIF to represent your Shares at the Meeting and that person may be you. To exercise this right, you should insert the name of your desired representative (which may be yourself) in the blank space provided in the VIF. The completed VIF must then be returned to Broadridge in accordance with Broadridge’s instructions. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of Shares to be represented at the Meeting and the appointment of any Shareholder’s representative. If you receive a VIF from Broadridge, the VIF must be returned to Broadridge, in accordance with its instructions, well in advance of the Meeting in order to have your Shares voted at the Meeting, or to have an alternative representative duly appointed to attend and to vote your Shares at the Meeting.

Voting by Proxyholder

If voting instructions are given on your form of proxy or request for voting instructions, then your proxyholder must vote, or withhold from voting, your Shares in accordance with your instructions. If no voting instructions are given, then your proxyholder may vote your Shares or withhold from voting as he, she or it sees fit. If you appoint the proxyholders named on the accompanying form of proxy, and do not provide instructions as to how they should vote your Shares, your Shares will be voted “FOR” each of the matters set out in the form of proxy.

As of the date of this Circular, none of the directors or officers of the Company are aware of any amendments or variations to the matters set out in the Notice of Meeting, nor of any other matter to be presented at the Meeting. However, if any amendment, variation or other business is properly brought before the Meeting, the accompanying form of proxy confers discretion on the persons named thereon to vote on any amendment or variation of the matters set out in the Notice of Meeting or any such other business in accordance with their best judgment.

The persons named in the form of proxy accompanying this Circular have been selected by the board of directors of the Company (the “Board”) and have indicated their willingness to represent as proxyholders the Shareholders who appoint them. A Shareholder has the right to appoint as his, her or its proxyholder a person or company (who need not be a Shareholder) other than the persons designated in the accompanying form of proxy to attend and act on that Shareholder’s behalf at the Meeting. As a Shareholder, you may exercise this right by inserting the name of such person or company in the blank space provided in the form of proxy and striking out the other names or by properly completing and signing another proper form of proxy and, in either case, depositing such form of proxy with the Transfer Agent at the location and within the time limits set out above.

If you appoint some other person to represent you, it is your responsibility as a Shareholder to inform that other person or company that he, she or it has been so appointed and to ensure that your proxy has been signed by you or your attorney authorized in writing (or, if the Shareholder is a corporation, under its corporate seal and signed by a director, officer or attorney thereof, duly authorized).

If you are a Registered Shareholder and you have submitted a proxy and later wish to revoke it, you can do so by:

Any Registered Shareholder attending the Meeting has the right to vote in person and, if you, as a Registered Shareholder, elect to do so, your proxy will be nullified with respect to any matters upon which you vote, and in respect of any subsequent matters to be voted upon at the Meeting.

Beneficial Shareholders should note that only Registered Shareholders have the right to revoke a proxy. Beneficial Shareholders who wish to change their vote must make appropriate arrangements with their respective intermediaries. Beneficial Shareholders should also be aware that intermediaries may set deadlines earlier than those set out in this Circular or otherwise for the receipt of requests for voting instructions or proxies from Beneficial Shareholders, and are not required to act on any revocation that is not received by the intermediary prior to the deadlines set by that intermediary. As such, Beneficial Shareholders who wish to revoke their VIF or proxy and to vote should contact their intermediary as soon as possible, and in any event well in advance of the Meeting.

This solicitation of proxies involves securities of an issuer located in Canada and is being effected in accordance with the corporate laws of Canada and the securities laws of the provinces of Canada. The proxy solicitation rules under the United States Securities Exchange Act of 1934, as amended, are not applicable to the Company or this solicitation, and this solicitation has been prepared in accordance with the disclosure requirements of the securities laws of the provinces of Canada. Shareholders should be aware that disclosure requirements under the securities laws of the provinces of Canada differ from the disclosure requirements under United States securities laws.

The enforcement by Shareholders of civil liabilities under United States federal securities laws may be affected adversely by the fact that the Company is governed by the CBCA, certain of its directors and officers are residents of Canada and countries other than the United States, and all of the assets of the Company and a substantial portion of the assets of such persons are located outside the United States. Shareholders may not be able to sue a foreign company or its officers or directors in a foreign court for violations of United States federal securities laws. It may be difficult to compel a foreign company and its officers and directors to subject themselves to a judgment by a United States court.

NOTICE-AND-ACCESS

The Company is using the notice-and-access system under NI 54-101 and National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “Notice-and-Access”) to distribute its proxy-related materials to Shareholders.

Under Notice-and-Access, rather than the Company mailing paper copies of the proxy-related materials to Shareholders, the materials can be accessed online under the Company’s profile on SEDAR+ at www.sedarplus.ca or on the Company’s website at https://almonty.com/investors/agm. The Company has adopted this alternative means of delivery for its proxy-related materials in order to reduce paper use and printing and mailing costs.

Shareholders will receive a Notice Package by prepaid mail, which will contain, among other things, information on Notice-and-Access and how Shareholders may access an electronic copy of the proxy- related materials, and how they may request a paper copy of the Circular, if they so choose, in advance of the Meeting and for a full year following the Meeting.

Shareholders will not receive a paper copy of the Circular unless they contact the Company by email at mcgrath@iocorporate.com. For Shareholders who wish to receive a paper copy of the Circular in advance of the voting deadline for the Meeting, requests must be received no later than April 25, 2025.

Shareholders with questions about Notice-and-Access may contact Computershare at 1-866-962-0492.

VOTING SHARES AND PRINCIPAL HOLDERS OF VOTING SHARES

The Company is authorized to issue an unlimited number of Shares. As of the close of business on March 14, 2025, there were 280,674,131 Shares issued and outstanding. Each Share carries the right to one vote. The Shares are the only class of securities entitled to vote at the Meeting. No group of Shareholders has the right to elect a specified number of directors, nor are there cumulative or similar voting rights attached to the Shares. As of the date hereof, the Shares are listed for trading on the Toronto Stock Exchange (the “TSX”) under the symbol “AII” and the Australian Securities Exchange (“ASX”) (in the form of CHESS Depositary Interests (“CDIs”)) under the symbol “AII”.

The quorum necessary for the Meeting is holders of 25% of the Shares entitled to vote at the Meeting being present in person or represented by proxy, provided that a quorum shall not be less than two persons. A quorum need not be present throughout the Meeting provided that a quorum is present at the opening of the Meeting.

The Board has fixed March 14, 2025 as the record date (the “Record Date”) for determining those Shareholders entitled to receive notice of, and vote at, the Meeting. Only Shareholders of record at the close of business on the Record Date who either attend the Meeting personally or complete, sign and deliver a form of proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting.

To the knowledge of the directors and officers of the Company, the only persons or companies that beneficially owned, directly or indirectly, or exercised control or direction over, securities carrying more than 10% of the voting rights attached to any class of voting securities of the Company as at the Record Date are:

Notes:

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein under the heading “Election of Directors”, “Amendment of Share Purchase Warrants”, “Approval of Omnibus Equity Incentive Plan” or “Approval of Unallocated Options under the Company’s Stock Option Plan”, no director or officer of the Company, nor any person who has held such a position since the beginning of the most recently completed fiscal year of the Company, nor any proposed nominee for election as a director of the Company, nor any associate or affiliate of the foregoing persons, has any substantial or material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon.

BUSINESS TO BE CONDUCTED AT THE MEETING

The audited annual consolidated financial statements of the Company for the fiscal year ended December 31, 2024, together with the auditor’s report thereon, have been approved by the Board. A copy of the financial statements is available for review on the Company’s profile on SEDAR+ at www.sedarplus.ca. No vote of the Shareholders is required with respect to this item of business.

The term of office for each of the present directors of the Company expires at the Meeting. It is proposed that the persons named below will be nominated at the Meeting. Each director elected will hold office until the next annual meeting of Shareholders or until his successor is duly elected or appointed pursuant to the Articles of the Company, unless his office is earlier vacated in accordance with the Articles of the Company and the provisions of the CBCA.

Unless authority to do so is withheld, proxies given pursuant to this solicitation by the management of the Company will be voted “FOR” the election of each of the nominees named below (the “Management Nominees”). If any of the Management Nominees should, for any reason, become unable to serve as a director of the Company prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to nominate and vote for another nominee in their sole discretion.

The following disclosure sets out: (i) the names of the Management Nominees; (ii) their major offices and positions with the Company (if any); (iii) their place of residence; (iv) the committees of the Board on which each currently sits (if any); (v) the period of time during which each has been a director of the Company;

(vi) their principal occupation, business or employment for the preceding five years; and (vii) the number of Shares beneficially owned, or controlled or directed, directly or indirectly, by each as at the Record Date.

Notes:

Each of the Management Nominees are, in the opinion of management, qualified to direct the activities of the Company until the next annual meeting of Shareholders and all nominees have indicated their willingness to stand for election.

Majority Voting for Election of Directors

The election of directors at the Meeting will be governed by the majority voting requirements under the CBCA, which require that, in an uncontested election of directors, such as the one planned for the Meeting, each nominee will be elected as a director of the Company only if the number of votes cast “for” the election of the nominee represents a majority of the total votes cast “for” and “against” them. However, the CBCA provides that an incumbent director that is not elected by a majority of votes cast may continue in office until the earlier of (i) the 90th day after the shareholder meeting; and (ii) the day on which their successor is appointed or elected.

Given the amendment of the CBCA to include such majority voting requirements, the Board unanimously resolved to repeal the Company’s former majority voting policy, and accordingly such policy will not apply in respect of the Meeting. If and when the Company completes the previously announced re-domestication to the State of Delaware (the “Domestication”) and is no longer subject to the majority voting requirements under the CBCA, the Company intends to re-adopt a majority voting policy if necessary to comply with the requirements of the TSX.

Orders, Bankruptcies, Penalties or Sanctions

To the Company’s knowledge, none of the Management Nominees:

To the Company’s knowledge, none of the Management Nominees has:

Shareholders are being asked to confirm the appointment of Zeifmans LLP, Chartered Professional Accountants and to re-appoint Zeifmans LLP, Chartered Professional Accountants, as auditor of the Company to hold office until the next annual meeting of Shareholders. Unless authority to do so is withheld, proxies given pursuant to this solicitation by the management of the Company will be voted “FOR” the appointment of Zeifmans LLP as auditor of the Company to hold office until the close of the next annual meeting of Shareholders, at a remuneration to be fixed by the Board.

Amendment of 700,000 Insider Warrants

During December 2019 through February 2020, the Company conducted a private placement whereby it closed, in three tranches, 2,047,244 units which consisted of 2,047,244 Shares and 2,047,244 share purchase warrants, exercisable at a price of $0.75 per Share with a three-year term. Of the 2,047,244 warrants issued, 1,020,000 expired, 327,244 were exercised, and 700,000 remain outstanding (the “Insider Warrants”), which were due to expire on February 19, 2023. During 2023, the Company received TSX approval and Shareholder approval at its annual general and special meeting held on June 26, 2023, to extend the expiry date of the Insider Warrants to February 19, 2024. Additionally, during 2024, the Company received TSX approval and Shareholder approval at its annual general and special meeting held on June 28, 2024, to extend the expiry date of the Insider Warrants to February 19, 2025. On February 7, 2025, prior to the expiry date of the Insider Warrants, the Board, with Lewis Black and Dr. Thomas Gutschlag (the “Insider Warrantholders”) abstaining from voting, approved the extension of the Insider Warrants and the Company has entered into agreements with the Insider Warrantholders to extend the expiry date of the Insider Warrants to February 19, 2026. Other than the extension of the expiry date for the Insider Warrants, all other terms and conditions of the Insider Warrants remain unchanged.

The 700,000 Insider Warrants are held by insiders of the Company as follows:

As indicated above and because the Insider Warrants are instruments that were already outstanding, the extension of the expiry dates of the Insider Warrants does not have any effect on control of the Company.

As of the Record Date, the 700,000 Shares underlying the Insider Warrants, if issued, would represent 0.25% of the issued and outstanding Shares of the Company. The Insider Warrants are exercisable at a price of $0.75, representing a 49.6% discount to the volume weighted average trading price of the Shares on the TSX over the five trading days immediately preceding the Board’s approval of the extension of the Insider Warrants.

Since the outstanding 700,000 Insider Warrants are held by insiders of the Company and are in-the-money, the extension of the expiry date of the Insider Warrants is subject to approval of the TSX and, as required by Section 608(a) of the TSX Company Manual, the Company’s Shareholders on a disinterested basis. The Insider Warrants may not be exercised by the Insider Warrantholders until such approvals are obtained. If Shareholders do not approve the extension of the Insider Warrants, the Insider Warrants will terminate.

The amendment of the Insider Warrants may be considered a related party transaction within the meaning of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61- 101”). As such, the Company would rely on exemptions from the formal valuation and minority shareholder approval requirements provided under sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the value of the Warrants held by insiders being amended will not exceed 25% of the fair market value of the Company’s market capitalization.

Resolution for the Amendment of 700,000 Insider Warrants

Shareholders (excluding the Insider Warrantholders) will be asked to consider, and, if thought advisable, to pass, with or without variation, a resolution ratifying the entering into of agreements that amended the expiry date of the Insider Warrants from February 19, 2025 to February 19, 2026. The full text of the resolution is as follows:

“BE IT RESOLVED, as an ordinary resolution of the disinterested holders of common shares of Almonty Industries Inc. (the “Company”), that:

To be effective, the resolution must be approved by a majority of the Shareholders of the Company. Pursuant to the requirements of the TSX, the Insider Warrantholders will be excluded from voting on the resolution. Therefore, in the aggregate, 26,952,170 Shares represented at the Meeting by the Insider Warrantholders noted above, being 9.6% of the issued and outstanding Shares of the Company as of the Record Date, will be excluded on the vote regarding the extension of the 700,000 Insider Warrants.

The Board has determined that the extension of the expiry date of the Insider Warrants is in the best interests of the Company as the potential for further equity ownership by insiders is expected to have the effect of further aligning the interests of Shareholders and such insiders. Having determined that the extension of the expiry date of the Insider Warrants is in the best interests of the Company, the Board recommends that Shareholders vote in favour of the foregoing resolution.

Shares represented by proxies in favour of the Management Nominees will be voted FOR approving the resolution to ratify the entering into of amending agreements to extend the expiry date of the Insider Warrants to February 19, 2026, unless a Shareholder has specified in their proxy that their Shares are to be voted against such resolution.

At the Meeting, Shareholders will be asked to consider and, if thought fit, pass a special resolution (the “Share Consolidation Resolution”) authorizing a consolidation (or reverse split) of the Company’s issued and unissued Shares into a lesser number of Shares (the “Share Consolidation”). The Share Consolidation Resolution will authorize the Board, in its discretion, to:

The Board believes that it is in the best interests of the Company to authorize the Board to determine the timing and consolidation ratio for the Share Consolidation, in order to provide flexibility to implement the Share Consolidation in a manner, and at the time, that will maximize the anticipated benefits to the Company and Shareholders.

Background to and Reasons for the Share Consolidation

The Board believes that the potential benefits of the Share Consolidation include:

The Share Consolidation is subject to certain conditions, including the approval of the Shareholders and approval by the TSX and ASX. If the requisite approvals are obtained and the Board elects to proceed with the Share Consolidation, the Share Consolidation will take place at a time to be determined by the Board, subject to the CBCA and applicable stock exchange requirements. No further action on the part of Shareholders would be required in order for the Board to implement the Share Consolidation. If the Board determines to implement the Share Consolidation, Shareholders will be notified of the timetable for the Share Consolidation and registered Shareholders will receive a letter of transmittal containing instructions for the exchange of certificates or other evidence representing their Shares. The Share Consolidation Resolution will authorize the Board to elect not to proceed with, and abandon, the Share Consolidation at any time if it determines, in its sole discretion, to do so.

Share Consolidation Resolution

The text of the Share Consolidation Resolution that the Company intends to place before the Meeting, with or without modification, is substantially as follows:

“BE IT RESOLVED, as a special resolution of the holders of common shares (“Shareholders”) of Almonty Industries Inc. (the “Company”), that:

To be effective, the Share Consolidation Resolution must be passed by special resolution, being the affirmative vote of at least two-thirds (66 2/3%) of the votes cast by Shareholders in respect of such resolution.

The Board has determined that passing the Share Consolidation Resolution is in the best interests of the Company given, among other things, the potential for the Share Consolidation to facilitate a potential U.S. listing, the possibility of increased investor interest associated with the Share Consolidation, and the possibility of reduced volatility stemming from the Share Consolidation. Having determined that the Share Consolidation Resolution is in the best interests of the Company, the Board recommends that Shareholders vote in favour of the foregoing resolution.

Shares represented by proxies in favour of the Management Nominees will be voted FOR approving the Share Consolidation Resolution, unless a Shareholder has specified in their proxy that their Shares are to be voted against such resolution.

Effects of the Share Consolidation

General

If the Share Consolidation is implemented, its principal effect will be to proportionately decrease the number of issued and outstanding Shares by a factor equal to the consolidation ratio selected by the Board. At the close of business on the Record Date, there were 280,674,131 Shares issued and outstanding. For illustrative purposes only, the following table sets forth, based on the number of Shares issued and outstanding as of the Record Date, the number of Shares that would be issued and outstanding (disregarding any resulting fractional Shares and subject to any issuances occurring after the Record Date) following the implementation of the Share Consolidation, at various consolidation ratios:

The indicative impact of the Share Consolidation on the Company’s capital structure, assuming a consolidation ratio of five (5) pre-consolidation Shares for one (1) post-consolidation Shares, including the impact on CDIs and Convertible Securities, is set out below.

Notes:

(1) Post-Consolidation figures are rounded down to the nearest whole number. See “No Fractional Shares” below.

The Company does not expect the Share Consolidation itself to have any economic effect on holders of Shares or securities convertible into or exercisable to acquire Shares, except to the extent the Share Consolidation will result in fractional Shares. See “No Fractional Shares” below.

The Share Consolidation will not affect the listing of the Shares on the TSX nor the listing of the Shares (in the form of CDIs) on the ASX. Following the Share Consolidation, it is expected that the Shares will continue to be listed on the TSX and on the ASX (in the form of CDIs), in each case under the symbol “AII”. Following the Share Consolidation, the Shares will be assigned new CUSIP and ISIN numbers.

Voting rights and other rights of Shareholders prior to the implementation of the Share Consolidation will not be affected by the Share Consolidation, other than as a result of the creation and disposition of fractional Shares as described below. For example, a holder of 2% of the voting power attached to the outstanding Shares immediately prior to the implementation of the Share Consolidation will generally continue to hold 2% of the voting power attached to the Shares immediately after the implementation of such Share Consolidation. The number of Registered Shareholders is not expected to be affected by the Share Consolidation (except to the extent resulting from the elimination of post-consolidation fractional Shares). For example, if the selected consolidation ratio for the Share Consolidation is five (5) pre-consolidation Shares per one (1) post-consolidation Share, then a Registered Shareholder that holds fewer than five (5) pre-consolidation Shares may cease to hold any Shares following such consolidation.

Effect on Beneficial Shareholders

Beneficial Shareholders holding Shares through an intermediary (a securities broker, dealer, bank or financial institution) should be aware that the intermediary may have different procedures for processing a consolidation than those that will be put in place by the Company for Registered Shareholders, which may impact the number of Shares beneficially owned following the Share Consolidation. If Shareholders hold their Shares through an intermediary and they have questions in this regard, they are encouraged to contact their intermediaries.

Effect on Convertible Securities

The exercise or conversion price and/or the number of Shares issuable under any outstanding convertible securities of the Company, including under outstanding stock options (“Options”), share purchase warrants, restricted share units (“RSUs”), and any other similar securities will be proportionately adjusted upon the implementation of any Share Consolidation, in accordance with the terms of such securities, based on the Share Consolidation ratio.

Effect on Share Certificates

If the Share Consolidation is implemented, in connection with the Share Consolidation, those Registered Shareholders who will hold at least one post-consolidation Share will be required to exchange their share certificates representing pre-consolidation Shares for share certificates representing post-consolidation Shares following the consolidation or, alternatively, a Direct Registration System (“DRS”) Advice/Statement representing the number of post-consolidation Shares they hold following such consolidation. The DRS is an electronic registration system which allows Shareholders to hold Shares in their name in book-based form, as evidenced by a DRS Advice/Statement, rather than a physical share certificate.

If the Share Consolidation is implemented, the Company (or the Transfer Agent) will mail to each Registered Shareholder a letter of transmittal in connection with the Share Consolidation. Each Registered Shareholder must complete and sign a letter of transmittal after the Share Consolidation takes effect. The letter of transmittal will contain instructions on how to surrender to the Transfer Agent the certificate(s) or other evidence representing the Registered Shareholder’s pre-consolidation Shares. The Transfer Agent will send to each Registered Shareholder who follows the instructions provided in the letter of transmittal a share certificate or DRS Advice/Statement representing the number of post-consolidation Shares to which the Registered Shareholder is entitled rounded down to the nearest whole number. Beneficial Shareholders who hold their Shares through intermediaries (securities brokers, dealers, banks, financial institutions, etc.) and who have questions regarding how the Share Consolidation will be processed should contact their intermediaries with respect to the Share Consolidation. See “Effect on Beneficial Shareholders” above.

Until surrendered to the Transfer Agent, each share certificate or other evidence representing pre- consolidation Shares will be deemed for all purposes to represent the number of post-consolidation Shares to which the registered Shareholder is entitled as a result of the Share Consolidation. Until Registered Shareholders have returned their properly completed and duly executed letter of transmittal and surrendered for exchange their share certificate(s) or other evidence representing pre-consolidation Shares, such Registered Shareholders will not be entitled to receive any distributions, if any, that may be declared and payable to holders of record following the Share Consolidation.

Any Registered Shareholder whose old certificate(s) have been lost, destroyed or stolen will be entitled to a replacement share certificate only after complying with the requirements that the Company and the Transfer Agent customarily apply in connection with lost, stolen or destroyed certificates.

The method chosen for delivery of share certificates and letters of transmittal to the Transfer Agent is the responsibility of the Registered Shareholder and neither the Transfer Agent nor the Company will have any liability in respect of share certificates and/or letters of transmittal which are not actually received by the Transfer Agent.

REGISTERED SHAREHOLDERS SHOULD NEITHER DESTROY NOR SUBMIT ANY SHARE CERTIFICATE UNTIL HAVING RECEIVED A LETTER OF TRANSMITTAL.

No Fractional Shares

No fractional Shares will be issued in connection with the Share Consolidation and no cash will be paid in lieu of fractional post-consolidation Shares. In the event that a Shareholder would otherwise be entitled to receive a fractional Share upon the occurrence of the Share Consolidation, such fraction will be rounded down to the nearest whole number. For example, if the selected consolidation ratio for the Share Consolidation is five (5) pre-consolidation Shares per one (1) post-consolidation Share, then a Shareholder that holds fewer than five (5) pre-consolidation Shares may cease to hold any Shares following such consolidation. In calculating such fractional interest, all post-Consolidation Shares held by a beneficial holder shall be aggregated.

No Dissent Rights

Shareholders are not entitled to exercise any statutory dissent rights with respect to the Share Consolidation.

Accounting Consequences

If the Share Consolidation is implemented, net income or loss per Share, and other per Share amounts, will be increased because there will be fewer Shares issued and outstanding. In future financial statements, net income or loss per Share and other per Share amounts for periods ending before the Share Consolidation took effect would be recast to give retroactive effect to the Share Consolidation.

Stock Exchange Approval

Assuming Shareholder approval is received at the Meeting, and assuming that the Board determines to proceed with the Share Consolidation, the Share Consolidation will be subject to approval by the TSX and ASX, and confirmation that, on a post-consolidation basis, the Company would meet all of the TSX’s and ASX’s applicable continuous listing requirements. If the TSX or ASX do not approve the Share Consolidation, the Company will not proceed with the Share Consolidation.

Risks Associated with the Share Consolidation

Reducing the number of issued and outstanding Shares through the Share Consolidation is intended, absent other factors, to increase the per Share market price of the Shares. However, the market price of the Shares will also be affected by the Company’s financial and operational results, its financial position, including its liquidity and capital resources, the development of its operations, industry conditions, the market’s perception of the Company’s business, if and when the Company completes the Domestication, any tax ramifications of the Domestication and other factors, which are unrelated to the number of Shares outstanding.

The market price of the Shares immediately following the implementation of the Share Consolidation is expected to be approximately equal to the market price of the Shares prior to the implementation of the Share Consolidation multiplied by the applicable consolidation ratio, but there is no assurance that the anticipated market price immediately following the implementation of the Share Consolidation will be realized or, if realized, will be sustained or will increase. There is a risk that the total market capitalization of the Shares (the market price of the Shares multiplied by the number of Shares outstanding) after the implementation of the Share Consolidation may be lower than the total market capitalization of the Shares prior to the implementation of the Share Consolidation.

Although the Company believes that establishing a higher market price for the Shares could increase investment interest for the Shares in equity capital markets by potentially broadening the pool of investors that may consider investing in the Company, including investors whose internal investment policies prohibit or discourage them from purchasing stocks trading below a certain minimum price, there is no assurance that implementing the Share Consolidation will achieve this result.

If the Share Consolidation is implemented and the market price of the Shares (adjusted to reflect the applicable consolidation ratio) declines, the percentage decline as an absolute number and as a percentage of the Company’s overall market capitalization may be greater than would have occurred if the Share Consolidation had not been implemented. Both the total market capitalization of a company and the adjusted market price of such company’s shares following a consolidation may be lower than they were before the consolidation took effect. The reduced number of Shares that would be outstanding after the Share Consolidation is implemented could also adversely affect the liquidity of the Shares.

The Share Consolidation may result in some Shareholders owning “odd lots” of fewer than 100 Shares on a post-consolidation basis. Odd lot Shares may be more difficult to sell, or may attract greater transaction costs per Share to sell, and brokerage commissions and other costs of transactions in odd lots may be higher than the costs of transactions in “round lots” of even multiples of 100 Shares.

Tax Considerations

SHAREHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE SHARE CONSOLIDATION TO THEM, INCLUDING THE EFFECTS OF ANY CANADIAN, AUSTRALIAN OR U.S. FEDERAL, PROVINCIAL, STATE, LOCAL, FOREIGN AND/OR OTHER TAX LAWS.

ASX Requirements

ASX Listing Rules

ASX Listing Rule 7.20 provides that where an entity proposes to reorganise its capital, it must tell equity security holders:

Listing Rule 7.21 provides that a listed entity which has convertible securities (other than options) on issue may only reorganise its capital if, in respect of the convertible securities, the number of its convertible securities or the conversion price, or both, is reorganized so that the holder of the convertible securities will not receive a benefit that holders of ordinary securities do not receive (See “Effect on Convertible Securities” above and “Effect on Capital Structure” below).

Listing Rule 7.22.1 requires that when a listed entity undertakes a consolidation of capital, the number of its options must be consolidated in the same ratio as the ordinary capital and the exercise price must be amended in inverse proportion to that ratio See “Effect on Convertible Securities” above and the example in “Holder Interests” below.

Holding Statements for Holders of CDIs and Convertible Securities Exercisable into CDIs

From the date of the Consolidation, all holding statements for CDIs and Convertible Securities exercisable into CDIs will cease to have any effect, except as evidence of entitlement to a certain number of securities on a post-consolidation basis. After the Share Consolidation becomes effective, the Company will arrange for new holding statements for CDIs and Convertible Securities exercisable into CDIs to be issued to holders of those securities. It is the responsibility of each holder of CDIs and Convertible Securities exercisable into CDIs to check the number of CDIs and Convertible Securities exercisable into CDIs held prior to disposal or exercise (as the case may be).

Holder Interests

The Share Consolidation applies equally (or analogously) to all holders of Shares/CDIs and Convertible Securities, subject only to the rounding of fractions as described above. The Share Consolidation will therefore not have a material impact on the percentage interests of Shareholders and holders of other Equity Securities (as that term is defined in the ASX Listing Rules).

For example, assuming a consolidation ratio of five (5) pre-consolidation Shares for one (1) post- consolidation Share, a holder of 100 CDI Options exercisable at A$1.25 before the Share Consolidation will have that holding reduced to 20 Options (i.e. 5 times less), with the exercise price of each Option increased to $6.25 (i.e. 5 times greater).

Market Price

Theoretically, the market price of each Share/CDI following the Share Consolidation should, assuming a consolidation ratio of five (5) pre-consolidation Shares for one (1) post-consolidation Share, increase by five (5) times its current value. Practically, the actual effect on the market price of each Share/CDI will be dependent upon a number of factors which will not be within the control of the Company. Therefore, this may result in the market price of each Share/CDI following the Share Consolidation being higher or lower than the theoretical post-consolidation price.

Effect on Capital Structure

See “Effects of the Share Consolidation – General” above for details regarding the anticipated impact of the Share Consolidation on the Company’s capital structure.

Timetable

For the purposes of ASX Listing Rule requirements, the indicative timetable for the Share Consolidation (as it applies to CDIs) is set out below. This indicative timetable is limited to the anticipated timeline for the Share Consolidation as it applies to the CDIs and does not necessarily reflect the timeline on which the Shares will commence trading on the TSX on a post-consolidation basis.

Notes:

At the Meeting, Shareholders will be asked to consider and, if thought advisable, pass an ordinary resolution (the “New EIP Resolution”) approving a new omnibus equity incentive plan of the Company in the form set out as Schedule “B” to this Circular (the “New EIP”).

If the New EIP Resolution is approved at the Meeting, the New EIP will supersede and replace the Company’s Third Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) and Restricted Share Unit Plan (the “RSU Plan” and together with the Stock Option Plan, the “Existing Plans”) in respect of future awards, and no new awards will be available for grant under or be granted under the Existing Plans. The Existing Plans will continue to exist only for the purpose of governing the terms of outstanding awards that have already been issued under the Existing Plans until such awards are exercised, settled, expire or are otherwise terminated or cancelled.

In the event that the New EIP Resolution does not receive the required Shareholder approval at the Meeting, the Existing Plans will remain in full force and effect and the Company will seek Shareholder approval for all unallocated Options under the Stock Option Plan. See “Business of the Meeting – Approval of Unallocated Options under the Company’s Stock Option Plan”.

Background

On March 21, 2025, the Board approved, subject to the receipt of Shareholder approval, the adoption of the New EIP, which is designed to provide flexibility to the Company to grant equity-based incentive awards in the form of Options, share units (“Share Units”) and deferred share units (“DSUs” and together with Options and Share Units, “Awards”).

Purpose

The purpose of the New EIP is to permit the Company to grant Awards to Eligible Participants (as hereinafter defined), for the following purposes: (a) to increase the interest in the Company’s welfare of those Eligible Participants, who share responsibility for the management, growth and protection of the business of the Company and its subsidiaries; (b) to provide an incentive to such Eligible Participants to continue their services for the Company or any of its subsidiaries and to encourage such Eligible Participants whose skills, performance and loyalty to the objectives and interests of the Company and its subsidiaries are necessary or essential to its success, image, reputation or activities; (c) to reward any Eligible Participant that is granted one or more Awards under the New EIP (each, a “New EIP Participant”) for their performance of services while working for the Company or its subsidiaries; and (d) to provide a means through which the Company or its subsidiaries may attract and retain able persons to enter their employment or service.

A summary of the key terms of the New EIP is set out below, which is qualified in its entirety by the full text of the New EIP. A copy of the New EIP is attached as Schedule “B” hereto.

Summary of the New EIP

Administration of the New EIP

The New EIP is administered and interpreted by the Board, which may delegate its authority to a committee or plan administrator appointed by the Board. Subject to the terms of the New EIP, the Board determines which directors, officers, consultants and employees are eligible to receive Awards under the New EIP, the time or times at which Awards may be granted, the conditions under which Awards may be granted or forfeited to the Company, the number of Shares to be covered by any Award, the exercise price of any Award, whether restrictions or limitations are to be imposed on the Shares issuable pursuant to grants of any Award, and the nature of any such restrictions or limitations, any acceleration of exercisability or vesting, or waiver of termination regarding any Award, based on such factors as the Board may determine.

In addition, the Board interprets the New EIP and may, in accordance with the terms of the New EIP, adopt, amend and rescind rules and regulations relating to the New EIP, and make all other determinations and take all other actions necessary or advisable for the implementation and administration of the New EIP.

Eligibility

The following individuals (collectively, “Eligible Participants”) are eligible to participate in the New EIP: (i) in respect of a grant of Options or Share Units, any director, executive officer, employee or consultant of the Company or any of its subsidiaries; and (ii) in respect of a grant of DSUs, any director who is not otherwise an employee or executive officer of the Company or any of its subsidiaries (a “Non-Employee Director”). The extent to which any Eligible Participant is entitled to receive a grant of an Award pursuant to the New EIP will be determined in the sole and absolute discretion of the Board.

Shares Subject to the New EIP

Under the New EIP, the maximum number of Shares reserved for issuance, in the aggregate, is 56,000,000, less any Shares underlying securities granted under any other security-based compensation arrangements of the Company (including the Existing Plans and any other stock option, stock option plan, employee stock purchase plan, long-term incentive plan or other compensation or incentive mechanism involving the issuance or potential issuance of Shares from treasury, including a Share purchase from treasury by a full- time employee, director, officer, insider, or consultant which is financially assisted by the Company or a subsidiary by way of a loan, guarantee or otherwise), if any. No Award under the New EIP may be granted if such grant would have the effect of causing the total number of Shares reserved for issuance under the New EIP to exceed the maximum number of Shares reserved for issuance under the New EIP as described in the preceding sentence.

Awards that remain outstanding under the Existing Plans when the New EIP becomes effective will count against the number of Shares reserved for issuance under the New EIP and will not again become available under the New EIP. For example, as of the date of this Circular, the Company had 22,827,000 Options and 3,850,000 RSUs outstanding, representing an aggregate total of 26,677,000 Shares underlying outstanding awards. Assuming the same number of awards are outstanding under the Existing Plans on the date the New EIP becomes effective and supersedes and replaces the Existing Plans, the maximum number of Shares that could be reserved for issuance under the New EIP would be 29,323,000, being the difference between 56,000,000 and 26,677,000. The maximum number of Shares reserved for issuance under the New EIP would not subsequently increase when awards granted under the Existing Plans are exercised, settled, expire or are otherwise terminated or cancelled.

Insider Participation Limit, Individual Limit

The New EIP provides that, as long as the Common Shares are listed on the TSX, the maximum number of Shares: (a) issuable to insiders at any time; and (b) issued to insiders within any one-year period, under the New EIP, or when combined with all of the Company’s other security-based compensation arrangements, cannot exceed 10% of the Company’s issued and outstanding securities.

The New EIP does not provide for a maximum number of Shares which may be issued to an individual pursuant to the New EIP and any other security-based compensation arrangement (expressed as a percentage or otherwise).

Types of Awards

The New EIP provides for the grant of Options, Share Units and DSUs. Each of the Awards described below are subject to the conditions, limitations, restrictions, exercise price, vesting, settlement and forfeiture provisions determined by the Board, in its sole discretion, subject to such limitations provided in the New EIP, and will generally be evidenced by a Grant Agreement (as defined in the New EIP). In addition, subject to the limitations provided in the New EIP and in accordance with applicable law, the Board may accelerate or defer the vesting or payment of Awards, modify outstanding Awards, and waive any condition imposed with respect to Awards or Shares issued pursuant to Awards.

Stock Options

An Option entitles a holder thereof to purchase a prescribed number of Shares from treasury at an exercise price set at the time of the grant. The Board will establish the exercise price at the time each Option is granted, which exercise price shall be not less than the closing price of the Shares on the last trading day prior to the date of grant (the “Market Value of a Share”). Subject to the provisions set forth in the New EIP and any Shareholder or regulatory approval which may be required, the Board will, from time to time, in its sole discretion: (i) designate the Eligible Participants who may receive Options under the New EIP; (ii) fix the number of Options, if any, to be granted to each Eligible Participant and the date or dates on which such Options will be granted; and (iii) determine the relevant vesting provisions (including performance criteria, if applicable) and the Option term, which cannot be more than fifteen (15) years from the date the Option is granted. Options issued under the New EIP will comply with any applicable stock exchange requirements.

The Board may, at any time (including at the time of receipt by the Company of a notice to exercise Options from a New EIP Participant) and on such terms as it may in its discretion determine, grant to such New EIP Participant who is entitled to exercise an Option the alternative right (the “Cashless Exercise Right”) to deal with such Option on a “cashless exercise” basis. Without limitation, the Board may determine in its discretion that such Cashless Exercise Right, if any, granted to a New EIP Participant in respect of any Options, entitles the New EIP Participant the right to surrender such Options, in whole or in part, to the Company upon giving notice in writing to the Company of the New EIP Participant’s intention to exercise such Cashless Exercise Right and the number of Options in respect of which such Cashless Exercise Right is being exercised, and, upon such surrender, to receive, as consideration for the surrender of such Options as are specified in the notice, that number of Shares, disregarding fractions, equal to the quotient obtained by: (a) subtracting the applicable Option price from the Market Value of a Share (determined as of the date such notice of cashless exercise is received by the Company), and multiplying the remainder by the number of Options specified in such notice; (b) subtracting from the amount obtained under subsection (a) the amount of any applicable withholding taxes as determined by the Company in its sole discretion (unless such amounts are paid in cash by the New EIP Participant at the time of exercise); and (c) dividing the net amount obtained under subsection (b) by the Market Value of a Share determined as of the date such notice of cashless exercise is received by the Company.

Share Units

A Share Unit is an Award that is a bonus for services rendered in the year of grant that, upon settlement, entitles the recipient to receive a cash payment equal to the Market Value of a Share (or, at the sole discretion of the Company, a Share), and subject to such restrictions and conditions on vesting as the Board may determine at the time of grant, unless such Share Unit expires prior to being settled. Restrictions and conditions on vesting of the Share Units, may, without limitation, be based on the passage of time during continued employment or other service relationship (referred to as a “Restricted Share Unit”), the achievement of specified performance criteria (referred to as a “Performance Share Unit”), or both.

The Board will, from time to time, in its sole discretion: (i) designate the Eligible Participants who may receive Share Units under the New EIP; (ii) fix the number of Share Units, if any, to be granted to each Eligible Participant and the date or dates on which such Share Units will be granted; (iii) determine the relevant conditions, vesting provisions (including the applicable performance period and performance criteria, if any) and the period between the date of grant of such Share Units and the latest Vesting Date (as defined in the New EIP) in respect of any portion of such Share Units (the “Restriction Period”); and

(iv) determine any other terms and conditions applicable to the granted Share Units.

Subject to the vesting and other conditions and provisions in the New EIP and in the applicable Grant Agreement, each Share Unit entitles the holder thereof to receive, on settlement, a cash payment equal to the Market Value of a Share, or at the discretion of the Company, one Share or any combination of cash and Shares as the Company in its sole discretion may determine, in each case less any applicable withholding taxes. Subject to the terms of the New EIP, a New EIP Participant’s vested Share Units will be redeemed in consideration for a cash payment on the date that is the earliest of: (i) the 15th day following the applicable Vesting Date for such vested Share Units (or, if such day is not a business day, on the immediately following business day); (ii) December 15 of the third calendar year following the end of the calendar year in respect of which such Share Unit is granted; and (iii) in the case of a New EIP Participant who is a U.S. Taxpayer (as defined in the New EIP), March 15 of the year following the year in which such Share Units are not, or are no longer, subject to a substantial risk of forfeiture (as interpreted under applicable law).

DSUs

A DSU is an Award for services rendered, or for future services to be rendered, and that, upon settlement, entitles the recipient New EIP Participant to receive cash or acquire Shares, as determined by the Company in its sole discretion, unless such DSU expires prior to being settled.

Subject to the provisions of the New EIP and certain legal requirements, the Board may, from time to time, in its sole discretion: (i) designate the Non-Employee Directors who may receive DSUs under the New EIP; (ii) fix the number of DSUs, if any, to be granted to any Non-Employee Director and the date or dates on which such DSUs will be granted; and (iii) determine any other terms and conditions applicable to the granted DSUs. In addition, each Non-Employee Director is given the right, subject to the terms and conditions of the New EIP, to elect to receive all or a portion of any director fees that are otherwise intended to be paid in cash in the form of DSUs in lieu of cash.

Subject to the vesting and other conditions and provisions in the New EIP and in any Grant Agreement, each DSU awarded to a New EIP Participant will entitle the New EIP Participant to receive on settlement a cash payment equal to the Market Value of a Share, or at the discretion of the Company, one Share or any combination of cash and Shares as the Company in its sole discretion may determine. Except as otherwise provided in the New EIP: (i) DSUs of a New EIP Participant who is a U.S. Taxpayer will be redeemed and settled by the Company as soon as reasonably practicable following the New EIP Participant’s Separation from Service (as defined in the New EIP); and (ii) DSUs of a New EIP Participant who is a Canadian New EIP Participant (or who is neither a U.S Taxpayer nor a Canadian New EIP Participant) will be redeemed and settled by the Company as soon as reasonably practicable following the New EIP Participant’s Termination Date (as defined in the New EIP), but in any event not later than, and any payment (whether in cash or in Shares) in respect of the settlement of such DSUs will be made no later than, December 15 of the first calendar year commencing immediately after the New EIP Participant’s Termination Date.

Dividend Equivalents

Dividend equivalents may, as determined by the Board in its sole discretion, be awarded in respect of unvested Share Units in a New EIP Participant’s account on the same basis as cash dividends declared and paid on Shares as if the New EIP Participant was a Shareholder of record on the relevant record date. Dividend equivalents, if any, will be credited to the New EIP Participant’s account in additional Share Units, the number of which will be equal to a fraction where the numerator is the product of: (i) the number of Share Units in such New EIP Participant’s account as of the record date for payment of the dividend multiplied by (ii) the dividend paid per Share and the denominator of which is the Market Value of a Share calculated as of the date that dividends are paid. Any additional Share Units credited to a New EIP Participant’s account as a dividend equivalent shall be subject to the same terms and conditions (including vesting and Restriction Periods) as the Share Units in respect of which such additional Share Units are credited and shall be deemed to have been awarded on the same date and subject to the same expiry date as the Share Units in respect of which such additional Share Units are credited.

Blackout Periods

If an Option would expire, or a Share Unit would otherwise vest, during a trading blackout period imposed by the Company to restrict trades in the Company’s securities, or within nine (9) business days after the expiry of such a blackout period, then, subject to certain exceptions, the Option will expire on, or the Vesting Date of such Share Unit will be deemed to be, the date that is ten (10) business days after the expiration of such blackout period.

Expiry Date of Awards

While the New EIP does not stipulate a specific term for Awards granted thereunder, subject to the terms of the New EIP: (a) the expiry date of an Option may not be more than 15 years from its date of grant; and (b) the expiry date of a Share Unit may not be later than December 15 of the third year from its date of grant. All Awards must vest and settle in accordance with the provisions of the New EIP and any applicable Grant Agreement, which Grant Agreement may include an expiry date for a specific Award.

Termination of Employment or Services

The following table describes the impact of certain events upon the New EIP Participants, including resignation, termination for cause, termination without cause, disability, death, retirement or voluntary leave of absence, subject, in each case, to the terms of such New EIP Participant’s applicable Grant Agreement or other written agreement:

Change of Control

Under the New EIP, in the event of a potential Change of Control (as hereinafter defined), the Board may exercise its sole discretion to: (i) accelerate the vesting of Options to assist the New EIP Participants to tender into a takeover bid or participate in any other transaction leading to a Change of Control; or (ii) accelerate the vesting of, or waive the performance criteria or other vesting conditions applicable to, outstanding Share Units, and the date of such action will be the Vesting Date of such Share Units.

If the Company completes a transaction constituting a Change of Control and within 12 months following the Change of Control a New EIP Participant who was also an officer or employee of, or consultant to, the Company prior to the Change of Control has their employment agreement or consulting agreement terminated, then: (i) all unvested Options granted to such New EIP Participant will immediately vest and become exercisable, and remain open for exercise until the earlier of (A) their expiry date as set out in the applicable Grant Agreement, and (B) the date that is 90 days after such termination or dismissal; and (ii) all unvested Share Units will become vested, and the date of such New EIP Participant’s Termination Date will be deemed to be the Vesting Date.

Under the New EIP, a “Change of Control” includes, unless the Board determines otherwise, the happening, in a single transaction or in a series of related transactions, of any of the following events:

Non-Transferability of Awards

Except as specifically provided in a Grant Agreement approved by the Board, each Award granted under the New EIP is not assignable or transferable by a New EIP Participant, whether voluntarily or by operation of law, except by will or by the laws of succession of the domicile of a deceased New EIP Participant. No Award granted under the New EIP will be pledged, hypothecated, charged, transferred, assigned or otherwise encumbered or disposed of on pain of nullity.

Amendments to the New EIP

The Board may, subject to obtaining any required consent of the applicable stock exchange(s) on which its Shares are listed, at any time amend, modify or terminate the New EIP without Shareholder approval if and when it is advisable in the discretion of the Board, provided however, Shareholder approval will be required in respect of:

Where Shareholder approval is sought for amendments under subsections (b), (c) or (d) above, the votes attached to Shares held directly or indirectly by insiders of the Company benefiting from the amendment will be excluded.

Other than as specified above, the Board may approve all other amendments to the New EIP or Awards granted thereunder without Shareholder approval. Without limiting the generality of the foregoing, the following types of amendments would not require Shareholder approval:

Financial Assistance

Unless otherwise determined by the Board, the Company will not offer financial assistance to any New EIP Participant in regards to the exercise of any Award granted under the New EIP.

Shareholder Approval of the New EIP

In order to be effective, the New EIP Resolution requires approval by a majority of the votes cast by Shareholders for such resolution. If Shareholders do not approve the New EIP, the Existing Plans will remain in full force and effect as the Company’s only equity compensation plans and the Company will seek Shareholder approval for the unallocated Options under the Stock Option Plan. See “Business of the Meeting – Approval of Unallocated Options under the Company’s Stock Option Plan”.

The text of the New EIP Resolution that the Company intends to place before the Meeting, with or without modification, is substantially as follows:

“BE IT RESOLVED, as an ordinary resolution of the holders of common shares of Almonty Industries Inc. (the “Company”) that:

To be effective, the New EIP Resolution must be approved by the majority of the votes cast on the resolution by Shareholders, present in person or by proxy at the Meeting.

The Board has determined that passing the New EIP Resolution is in the best interests of the Company as the potential for equity ownership by directors, officers, employees and consultants is expected to have the effect of further aligning the interests of Shareholders and such persons. Having determined that the New EIP Resolution is in the best interests of the Company, the Board recommends that Shareholders vote in favour of the foregoing resolution.

Shares represented by proxies in favour of the Management Nominees will be voted FOR approving the New EIP Resolution, unless a Shareholder has specified in their proxy that their Shares are to be voted against such resolution.

If the New EIP Resolution is not approved by Shareholders at the Meeting, the Shareholders will be asked to consider, and if thought fit, to pass an ordinary resolution approving all unallocated Options under the Stock Option Plan (the “Unallocated Option Resolution”), as more particularly described below. If the New EIP Resolution is approved by Shareholders at the Meeting, Shareholders will not be asked to approve the Unallocated Option Resolution at the Meeting.

The Company has established its Stock Option Plan to provide long-term incentives to eligible directors, officers, employees and consultants. The TSX Company Manual requires that all unallocated options, rights or other entitlements under a security-based compensation arrangement that does not provide for a fixed maximum number of securities issuable thereunder, such as the Stock Option Plan, be re-approved every three (3) years. Accordingly, as the unallocated Options under the Stock Option Plan were last approved by the Shareholders on June 30, 2022, Shareholders will be asked at the Meeting to consider and, if thought appropriate, ratify and approve by ordinary resolution the unallocated Options under the Stock Option Plan.

The maximum number of Shares that may be issued under the Stock Option Plan, collectively with Shares issued under the Company’s RSU Plan, cannot exceed 10% of the total number of Shares issued and outstanding from time to time. As at December 31, 2024, there were 265,420,823 Shares issued and outstanding. Accordingly, there were 26,542,082 Shares available for grant under the Existing Plans as at December 31, 2024, representing 10% of the then-issued and outstanding Shares. As of the date of this Circular, there are 28,067,413 Shares available for grant under the Existing Plans, representing 10% of the issued and outstanding Shares.

As of December 31, 2024, the Company had 21,780,000 Options outstanding and 3,850,000 RSUs outstanding, which represented 8.21% and 1.45% respectively, and 9.66% collectively, of the issued and outstanding Shares. As of December 31, 2024, a total of 912,082 Shares remained available for grant, or 0.34% of the issued and outstanding Shares. As at the date of this Circular, the Company has 22,827,000 Options outstanding and 3,850,000 RSUs outstanding, which represent 8.13% and 1.37% respectively, and 9.50% collectively, of the issued and outstanding Shares.

A copy of the Stock Option Plan is attached hereto as Schedule “C”. For more information about the Stock Option Plan, including a description of recent amendments that were not subject to Shareholder approval, see the sections “Executive Compensation – Compensation Discussion and Analysis – Stock Option Plan – Summary of the Stock Option Plan” below.

Resolution for the Approval of Unallocated Options under the Stock Option Plan

The text of the Unallocated Option Resolution that, in the event that Shareholders do not approve the New EIP Resolution, the Company intends to place before the Meeting, with or without modification, is substantially as follows:

“BE IT RESOLVED, as an ordinary resolution of the holders of common shares of Almonty Industries Inc. (the “Company”), that:

1. all unallocated options under the Company’s Third Amended and Restated Incentive Stock Option Plan (the “Stock Option Plan”) be and are hereby approved;

2. the Company shall have the ability to continue granting options under the Stock Option Plan until April 30, 2028, which is the date that is three (3) years from the date of the shareholder meeting at which shareholder approval is being sought; and

3. any director or officer of the Company be and is hereby authorized to do such things and to sign, execute and deliver all documents that such director and officer may, in their discretion, determine to be necessary or desirable in order to give full effect to the intent and purpose of this resolution.”

To be effective, the unallocated options under the Stock Option Plan must be approved by the majority of the votes cast on the resolution by Shareholders, present in person or by proxy at the Meeting.

The Board has determined that, in the event that Shareholders do not approve the New EIP Resolution, the re-approval of the Stock Option Plan is in the best interests of the Company as the potential for further equity ownership by directors, officers, employees and consultants is expected to have the effect of further aligning the interests of Shareholders and such persons. Having determined that, in the event that Shareholders do not approve the New EIP Resolution, the re-approval of the Stock Option Plan is in the best interests of the Company, the Board recommends that Shareholders vote in favour of the foregoing resolution.

Shares represented by proxies in favour of the Management Nominees will be voted FOR approving the Unallocated Option Resolution, if such resolution is placed before the Meeting, unless a Shareholder has specified in their proxy that their Shares are to be voted against such resolution.

As of the date of this Circular, none of the directors or officers of the Company are aware of any amendments or variations to the matters set out in the Notice of Meeting, nor of any other matter to be presented at the Meeting. However, if any amendment, variation or other business is properly brought before the Meeting, the accompanying form of proxy confers discretion on the persons named therein to vote on any amendment or variation of the matters set out in the Notice of Meeting or any such other business in accordance with their best judgment.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER SECURITY-BASED COMPENSATION ARRANGEMENTS

The following table sets forth, as of December 31, 2024, the number of securities issuable upon exercise of outstanding Options, RSUs and other entitlements, the weighted exercise price of such outstanding Options, RSUs and other entitlements and the number of securities remaining available for future issuance under all security-based compensation arrangements previously approved by the Shareholders.

EXECUTIVE COMPENSATION

The purpose of this compensation discussion and analysis portion of the Circular is to provide information about the Company’s executive compensation philosophy, objectives and processes and to discuss compensation decisions relating to the Company’s executive officers, including its “named executive officers”. Pursuant to applicable securities regulations, a “named executive officer” means (a) the Chief Executive Officer, (b) the Chief Financial Officer, (c) each of the three most highly compensated executive officers of the Company, including any of its subsidiaries, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000 for that financial year, and (d) each individual who would be a named executive officer under paragraph (c) but for the fact that the individual was neither an executive officer of the Company or its subsidiaries, nor acting in a similar capacity, at the end of that financial year.

For the most recently completed fiscal year ended December 31, 2024, the only named executive officers of the Company were Lewis Black, Chief Executive Officer and Mark Gelmon, Chief Financial Officer (together, the “Named Executive Officers”).

Compensation Governance

Compensation and Corporate Governance Committee

The Board has established the Compensation and Corporate Governance Committee (the “CCG Committee”) to assist the Board in fulfilling its oversight responsibilities in relation to, among other things, executive compensation, Board compensation, broadly applicable compensation and benefit programs, and performance reviews of the Board, its committees and individual directors. The CCG Committee is currently comprised of Daniel D’Amato, Dr. Thomas Gutschlag, and Mark Trachuk (Chair), all of whom have been determined by the Board to be independent under section 1.4 of National Instrument 52-110 – Audit Committees (“NI 52-110”), other than Mr. D’Amato by virtue of $247,482 received by him in consulting fees for the most recently completed fiscal year ended December 31, 2024. All members of the CCG Committee have experience in matters of executive compensation that is relevant to their responsibilities as members of such committee by virtue of their respective professions and long-standing involvement with public companies. In addition, each member of the CCG Committee strives to keep abreast of trends and developments affecting executive compensation.

The Board has a written charter for the CCG Committee outlining its role and objectives, composition, meeting requirements and responsibilities. Pursuant to such charter, the specific duties and responsibilities of the CCG Committee include:

The Board relies on the knowledge and experience of the members of the CCG Committee in carrying out its responsibilities and to recommend appropriate levels of compensation for the Company’s executive officers. Under its Charter, the CCG Committee may also engage any external professional advisors, which it deems necessary to carry out its duties. However, to date, the CCG Committee has not retained any compensation consultant or advisor to assist the CCG Committee or the Board in determining compensation for the company’s directors or executive officers.

A complete copy of the CCG Committee charter is available on the Company’s website at www.almonty.com. Additional information with respect to the Board and the CCG Committee can be found in the sections entitled “Corporate Governance – Board of Directors” and “Corporate Governance – Compensation and Corporate Governance Committee”, below.

Executive Compensation Program Design and Philosophy

The Company’s executive compensation program is based on a pay-for-performance philosophy and is designed to deliver consistently strong performance for Shareholders. The Company’s program is intended to achieve the following key objectives:

The Company’s compensation program is comprised of base salary, short-term incentive compensation and long-term incentive compensation. These components are discussed in more detail below. In setting the value of each of these components, the CCG Committee considers the performance of both the Company, as well as the individual performances of its executive officers for the period in question. The CCG Committee does not generally set specific performance objectives and so relies on its experience and judgment in determining compensation. However, the CCG Committee will generally have regard to, among other things:

The CCG Committee has not conducted a formal evaluation of the implications of the risks associated with the Company’s compensation policies. Risk management is a general consideration of the CCG Committee when implementing the Company’s compensation policies and the CCG Committee does not believe that the Company’s compensation policies result in unnecessary or inappropriate risk taking, including risks that are likely to have a material adverse effect on the Company.

The Company maintains an Insider Trading Policy that prohibits insiders from engaging in short sales of securities of the Company, buying or selling puts, calls or other derivatives in respect of securities of the Company, or purchasing the Company’s securities on margin as held in a margin account.

Elements of the Company’s Executive Compensation Program

Base Salaries

Base salaries are considered to be an essential element in attracting and retaining highly qualified executive officers who are critical to the Company’s success. An executive officer’s base salary is intended to provide a fixed level of pay that reflects each executive officer’s experience, primary duties and responsibilities. It also provides a foundation upon which performance based incentive compensation elements are assessed. Base salaries are established by taking into account individual performance, experience, level of responsibility and pay practices in the mining industry generally. Base salaries of all executive officers are reviewed annually by the CCG Committee and approved by the Board.

Short-Term Incentive Compensation

The Company may pay discretionary cash bonuses, which are intended to reward individual contribution to corporate performance over the course of the Company’s most recently completed fiscal year ended December 31, 2024. Bonuses are paid at the discretion of the Board, on the recommendation of the CCG Committee, and neither the CCG Committee nor the Board has established any particular trigger or formula for determining when an award will be made under this plan, nor the quantum of any award that is made. Instead, the CCG Committee and the Board will generally consider all aspects of an individual executive’s personal contribution to corporate performance and general objectives when making a determination.

Long-Term Incentive Compensation – Security-Based Awards

The Company’s long-term incentive awards consist of awards under the Existing Plans, which provide a variable element of compensation that allows the Company to incentivize and retain its executive officers for their sustained contributions to the Company. These incentive awards reward performance and continued employment by an executive officer and provide executive officers with a strong link to long-term corporate performance and the creation of Shareholder value. The CCG Committee determines the amount and terms of any additional long-term incentive awards to be recommended to the Board.

Stock Option Plan

The Company has established the Stock Option Plan to provide long-term incentives to eligible directors, officers, employees and consultants. The Stock Option Plan was initially adopted by the Company on February 10, 2010 when the Company was a Capital Pool Company (as defined in the TSX Venture Exchange’s Corporate Finance Manual), an amended and restated Stock Option Plan was initially approved by Shareholders at the Company’s annual meeting of Shareholders on March 26, 2013, and a further amended and restated Stock Option Plan was approved by the Shareholders at the annual meeting of Shareholders held on March 22, 2016. As part of the Company’s listing on the TSX, the Stock Option Plan was amended to bring certain provisions of the Stock Option Plan in-line with the requirements of the TSX, and to remove certain provisions that were required when the Shares were listed on the TSX Venture Exchange and to make certain other corresponding amendments. At an annual and special meeting of Shareholders held on June 30, 2022, Shareholders approved such amendments as well as all unallocated options, rights or other entitlements under the Stock Option Plan through to June 30, 2025. Pursuant to the requirements of the TSX, the unallocated options, rights or other entitlements under the Stock Option Plan are subject to re-approval by the Shareholders at the Meeting. Additional information with respect to the Stock Option Plan and the proposed re-approval at the Meeting can be found in the section “Business to be Conducted at the Meeting – Approval of Unallocated Options under the Company’s Stock Option Plan” above.

Further, on March 7, 2025, the Board approved an additional amendment to the Stock Option Plan (and the plan was at such time renamed from the “Second Amended and Restated Incentive Stock Option Plan” to the “Third Amended and Restated Incentive Stock Option Plan”) in order to: (i) provide a cashless exercise mechanism for holders of Options and make consequential amendments to effect same; (ii) reduce the amount of time during which a holder of an Option may exercise vested Options following the date on which such holder ceases to be engaged by the Company (for reasons other than death or just cause) from 30 days to seven (7) days; (iii) change the definition of “Consultant” to include individuals that will provide future services for a period of at least 12 continuous months; and (iv) make necessary housekeeping changes in connection with the foregoing. These amendments were made pursuant to the amendment provisions of the Stock Option Plan and were not subject to Shareholder approval.

The cashless exercise provision permits the Board, in its discretion, to grant to a holder of an Option who has the right to exercise such Option the alternative right (the “Cashless Exercise Right”) to deal with such Option on a “cashless exercise” basis. Without limitation, the Board may determine in its discretion that such Cashless Exercise Right, if any, granted to a holder of Options in respect of any Options, entitles such holder to the right to surrender such Options, in whole or in part, to the Company upon giving notice in writing to the Company of the holder’s intention to exercise such Cashless Exercise Right and the number of Options in respect of which such Cashless Exercise Right is being exercised, and, upon such surrender, to receive, as consideration for the surrender of such Options as are specified in the notice, that number of Shares, disregarding fractions, equal to the quotient obtained by: (a) subtracting the applicable exercise price of the Options from the Market Price (as defined in the Stock Option Plan), and multiplying the remainder by the number of Options specified in such notice; (b) subtracting from the amount obtained under clause (a) the amount of any applicable withholding taxes and other source deductions as determined by the Company in its sole discretion (unless such amounts are paid in cash by the holder of the Option at the time of exercise); and (c) dividing the net amount obtained under clause (b) by the Market Price.

The Board, on the recommendation of the CCG Committee, has the authority to grant Options to officers, directors, employees or consultants (or a corporation employing or wholly-owned by such persons), including consultants that provide investor relations activities to the Company, on such terms, limitations, conditions and restrictions as the Board deems necessary or advisable.

The Stock Option Plan is intended to advance the interests of the Company by encouraging the officers, directors, employees and consultants of the Company, and of its subsidiaries, to acquire Shares, thereby increasing their proprietary interest in the Company, encouraging them to remain associated with the Company and furnishing them with additional incentive in their efforts on behalf of the Company in the conduct of its affairs.

Ownership of Shares is intended to align the interests of the Company’s executive officers, directors and other stakeholders with those of the Shareholders, as participation in the Stock Option Plan rewards overall corporate performance, as measured through the price of the Shares. The Stock Option Plan is also intended to assist in the recruitment and retention of key personnel. As with many similar companies within the same industry of the Company, the granting of Options forms an integral component of the Company’s overall executive compensation package. The Stock Option Plan enables executive officers to develop and maintain an ownership interest in the Company.

Options are normally awarded upon the commencement of an executive officer’s employment with the Company, with the size of the award determined by the level of the executive officer’s responsibility within the Company. The Board, on the recommendation of the CCG Committee, has authority to make additional grants from time to time, and such awards are intended to ensure that the number of Options granted to any particular individual is commensurate with the individual’s level of ongoing responsibility within the Company. The Board and CCG Committee also have regard to other factors when determining whether to make an additional award of Options to an individual under the Stock Option Plan, including the number of outstanding Options already granted to that individual, the value of such Options and the total number of Options available for grant under the Stock Option Plan. See the section “Executive Compensation – Compensation Discussion and Analysis – Summary of the Stock Option Plan” below for further information regarding the Stock Option Plan.

If the New EIP Resolution is approved at the Meeting: (a) the New EIP will supersede and replace the Stock Option Plan in respect of future awards, and no new awards will be available for grant under or granted under the Stock Option Plan; and (b) the Stock Option Plan will continue to exist only for the purpose of governing the terms of outstanding awards that have already been issued thereunder until such awards are exercised, settled, expire or are otherwise terminated or cancelled.

Summary of the Stock Option Plan

The below provides a summary of the terms of the Stock Option Plan and Options granted thereunder.

The Stock Option Plan is designed to provide additional flexibility to the Board and CCG Committee in implementing their compensation objectives.

Under the Stock Option Plan for eligible directors, officers, consultants and employees, the Company may grant Options to purchase Shares to such eligible directors, officers, consultants and employees as the Board deems advisable. The Stock Option Plan provides that the maximum number of Shares issuable upon the exercise of Options under the Stock Option Plan, together with all of the Company’s other previously established or proposed stock options, stock option plans, employee stock purchase plans or any other compensation or incentive mechanisms involving the issuance or potential issuance of Shares, shall not exceed 10% of the issued and outstanding Shares (on a non-diluted basis) as at the date of grant of any Option under the Stock Option Plan. As a result, should the Company issue additional Shares in the future, provided that the Stock Option Plan has not been superseded and replaced by the New EIP, the number of Shares issuable under the Stock Option Plan will increase accordingly. As of the date of this Circular and pursuant to the Stock Option Plan, the maximum number of Shares issuable upon exercise of outstanding Options is 22,827,000 and 1,390,413 further Options remain issuable under the Stock Option Plan.

The Stock Option Plan is considered an “evergreen” plan, since the Shares covered by Options which have been exercised shall be available for subsequent grants under the Stock Option Plan and the number of Options available to grant increases as the number of issued and outstanding Shares increases. The exercise price shall be set by the Board and shall not be less than the market price of the Shares at the time of grant of the Option. The Board sets the terms of the Options, provided that such term shall not exceed ten (10) years. The Board also approves the vesting period or periods of Options granted under the Stock Option Plan. Under the rules of the TSX, unallocated option entitlements under a stock option plan that does not provide for a fixed number of shares for issuance, such as the Company’s Stock Option Plan, must be specifically approved every three years by Shareholders (and is being put forth at the Meeting for such approval, provided the New EIP Resolution is not approved by Shareholders – see “Business to be Conducted at the Meeting – Approval of Unallocated Options under the Company’s Stock Option Plan” above). The Company does not provide financial assistance to participants under the Stock Option Plan to facilitate payment of the exercise price of Options.

As at the date hereof, Options to acquire 22,827,000 Shares (representing 8.13% of the currently issued and outstanding Shares) have been granted and are outstanding pursuant to the Stock Option Plan, and 276,000 Shares have been issued upon exercise of Options previously granted under the Stock Option Plan. Options to acquire Shares were granted under the Stock Option Plan during the most recently completed fiscal year ended December 31, 2024 to: (i) the Named Executive Officers (2,050,000 Options on April 30, 2024 (as to 1,000,000 Options) and July 5, 2024 (as to 1,050,000 Options)); (ii) directors (2,700,000 Options on January 9, 2024 (as to 1,000,000 Options) and July 5, 2024 (as to 1,700,000 Options)); and (iii) other key employees/consultants (955,000 Options on May 17, 2024 (as to 275,000 Options), July 5, 2024 (as to 280,000 Options), August 16, 2024 (as to 200,000 Options) and November 18, 2024 (as to 200,000 Options)). Subsequent to the fiscal year ended December 31, 2024, Options to acquire Shares were granted under the Stock Option Plan to: (i) Named Executive Officers (Nil); (ii) directors (Nil); and (iii) other key employees/consultants (1,122,000 Options on February 4, 2025 (as to 250,000 Options), February 24, 2025 (as to 200,000 options), March 7, 2025 (as to 522,000 Options) and March 14,

2025 (as to 150,000 Options)).

The annual burn rate of Options in respect of: (i) the most recently completed fiscal year ended December 31, 2024 was 2.25%; (ii) fiscal 2023 was 1.15%; and (iii) fiscal 2022 was 3.03%. “Annual burn rate” is the number of Options granted under the Stock Option Plan during the applicable fiscal year divided by the weighted average number of Shares outstanding for the applicable fiscal year, as required to be calculated and disclosed pursuant to Sections 613(p) and 613(d)(iii) of the TSX Company Manual.

The Stock Option Plan also has the following terms, among others:

The Board may, with TSX approval, at any time amend, modify or terminate the Stock Option Plan if and when it is advisable in the discretion of the Board, except that Shareholder approval is required in respect of:

Where Shareholder approval is sought for amendments under subsections (b), (c) or (d) above, the votes attached to Shares held directly or indirectly by insiders of the Company benefiting from the amendment must be excluded.

Other than as specified above, the Board may approve all other amendments to the Stock Option Plan or Options granted under the Stock Option Plan. Without limiting the generality of the foregoing, the following types of amendments would not require Shareholder approval:

Summary of the 2020 Restricted Share Unit Plan

The Company adopted the RSU Plan in 2020, a copy of which is attached to the Company’s management information circular filed on the Company’s profile on SEDAR+ at www.sedarplus.ca on May 23, 2024. On June 28, 2024, Shareholders approved the unallocated entitlements under the Company’s RSU Plan through to June 28, 2027. The purpose of the RSU Plan is to enhance the Company’s ability to attract and retain talented employees, to promote an alignment of interests between such employees and the Shareholders of the Company and to facilitate Share ownership in the Company by its employees.

The annual burn rate of RSUs in respect of: (i) the most recently completed fiscal year ended December 31, 2024 was 0.83%; (ii) fiscal 2023 was 0.198%; and (iii) fiscal 2022 was 0.141%. “Annual burn rate” is the number of RSUs granted under the RSU Plan during the applicable fiscal year divided by the weighted average number of Shares outstanding for the applicable fiscal year, as required to be calculated and disclosed pursuant to Sections 613(p) and 613(d)(iii) of the TSX Company Manual.

If the New EIP Resolution is approved at the Meeting: (a) the New EIP will supersede and replace the RSU Plan in respect of future awards, and no new awards will be available for grant under or granted under the RSU Plan; and (b) the RSU Plan will continue to exist only for the purpose of governing the terms of outstanding awards that have already been issued thereunder until such awards are exercised, settled, expire or are otherwise terminated or cancelled.

Award of RSUs

Pursuant to the RSU Plan, the CCG Committee, or such other committee or persons designated by the Board for purposes of the RSU Plan may from time to award RSUs to Eligible Directors or Eligible Employees (collectively, “Participants”). “Eligible Directors” are the directors of the Company or any affiliate of the Company, and “Eligible Employees” are employees (including employees who are officers or directors) of the Company or any affiliate of the Company, whether or not they have a written employment contract with the Company, determined by the Board, upon recommendation of the CCG Committee, as employees eligible for participation in the RSU Plan. Eligible Employees may also include Service Providers eligible for participation in the RSU Plan as determined by the Board. For purposes of the RSU Plan, “Service Provider” means any person or company engaged by the Company or an affiliate to provide services for an initial, renewable or extended period of 12 months or more.

In respect of each award of RSUs, the CCG Committee will designate, in is sole discretion, if the RSUs are to be settled in cash or Shares (or in part Shares or cash). RSUs settled in cash are hereinafter referred to as “Cash Units” and RSUs settled in Shares are referred to as “Share Units”.

Number of Common Shares Available for Issuance

Under the RSU Plan, the aggregate number of Shares that may be reserved for issuance under the RSU Plan on the award of RSUs, together with any other security-based compensation arrangements, at any particular time shall not exceed 10% of the issued and outstanding Shares. If a Participant forfeits his or her RSUs, the applicable underlying Shares in respect of such forfeited RSUs become available for re- issuance under the RSU Plan.

The aggregate number of Shares issued to insiders of the Company within any 12-month period, or issuable to insiders of the Company at any time, under the RSU Plan or when combined with any other security- based compensation arrangements of the Company, may not exceed 10% of the total number of issued and outstanding Shares at such time.

Rights and Restrictions Attached to Restricted Share Units

Participants do not have any rights as a shareholder of the Company in respect of the RSUs. Accordingly, Participants are not entitled to vote the Shares underlying Share Units. RSUs are not assignable by a Participant.

Resignation or Other Cessation of Employment

If the employment of a Participant is terminated for any reason other than death or disability, the Participant forfeits all right, title and interest with respect to any unvested RSUs awarded to the Participant under the RSU Plan and such RSUs will immediately expire and be cancelled on such termination date, unless otherwise determined by the CCG Committee. Any vested RSUs will continue to be governed by the RSU Plan (see “Settlement” below). If a Participant dies or becomes disabled, his or her RSUs will vest immediately.

Vesting and Maximum Term

RSUs will vest in accordance with the terms set by the CCG Committee at the time RSUs are awarded.

The maximum term of the RSUs (the “Latest Settlement Date”) shall be a date in the calendar year in which the third anniversary date of an award date occurs, as determined and specified by the CCG Committee, provided that the Latest Settlement Date specified shall be no later than November 30th of such calendar year, provided further that the CCG Committee may in its discretion extend the Latest Settlement Date to a date later than November 30th but no later than December 31st in such calendar year.

Change in Control

In the event there is a change of control of the Company (as defined in the RSU Plan) and the employment of a Participant is terminated without cause within 12 months after the change of control, the Participant’s RSUs will vest on the date of termination of employment.

Settlement

For Share Units, the number of Shares received by a Participant upon vesting shall be equal to the number of such RSUs vested on the settlement date. Also, at any time prior to the settlement date, a Participant may request that his or her Share Units be settled in cash, and the CCG Committee may, in its absolute discretion, agree to settle such RSUs in cash.

For the purpose of settling Cash Units, the amount of cash payable shall be determined by multiplying the number of such RSUs by the Fair Market Value (as hereinafter defined) on the date a determination is required, namely the earliest of: (a) the date of the Participant’s death or disability; (b) the last day of employment of the Participant; (c) the settlement date(s) set out in any grant instrument; or (d) the Latest Settlement Date. The value will be paid to a Participant net of all applicable taxes and other amounts required to be withheld determined in the sole discretion of the Company, within 30 days of the date the Fair Market Value of the applicable RSUs was determined.

Dividend Equivalents

In the event a dividend becomes payable on the Shares, on the payment date for such dividend, each Participant’s account shall be credited with a number of RSUs (including fractional RSUs) equal to: (a) the amount of the dividend paid per Share multiplied by the number of RSUs credited to the Participant’s account as of the record date for payment of the dividend, divided by (b) the weighted average trading price for the Shares on the TSX on the five (5) trading days prior to that date (the “Fair Market Value”) as of the date for payment of the dividend. Subject to the RSU Plan, RSUs credited to a Participant’s account will generally vest at the same time as the related RSUs vest and will generally be settled in the same form, in cash or Shares, as the related RSUs.

Amendment of the RSU Plan and RSUs awarded under the RSU Plan

The Board may amend or terminate the RSU Plan, or any RSUs awarded under the RSU Plan, at any time and in such manner and to such extent as it deems advisable. Any amendments shall be contingent on approval of the Shareholders to the extent required by the RSU Plan, or as required by applicable law or by any stock exchange on which Shares are listed. Shareholder approval is required for:

The Board will not require Shareholder approval to make other amendments to the RSU Plan, or any RSUs awarded under the RSU Plan, including (i) amendments of a “housekeeping” nature such as correcting typographical or clerical errors or adding clarifying statements to ensure the intent and meaning of the RSU Plan, or of a grant under the RSU Plan, is properly expressed; (ii) amendments to satisfy changes in applicable tax law; (iii) amendments to outstanding RSUs in the event of certain corporate transactions; and (iv) the addition of covenants for the protection of Participants.

The following graph compares the yearly percentage change in the cumulative total return on the Shares with the cumulative total return of the S&P/TSX Capped Composite Index. The graph indicates the relative values for each of the past five fiscal years, assuming that $100 was invested on the first day of the five- year period, being January 1, 2020 taking into consideration that the Company changed its fiscal year end from September to December in 2020.

The trend shown by the above performance graph does not directly correlate to the compensation received by the Company’s named executive officers over the relevant period. The Company’s cumulative total return reflects both operational and financial performance within the Company’s control as well as the impact of economic, industry, and market factors that are beyond the Company’s control. The CCG Committee and the Board evaluate performance by several factors, and short-term changes in the market price of the Common Shares are only one consideration.

The following table sets forth the compensation earned for each of the Company’s three most recently completed financial years ended December 31, 2024, December 31, 2023 and December 31, 2022 by the Company’s Named Executive Officers.

Notes:

Outstanding Option-Based Awards and other Compensation Securities

The following table sets forth all compensation securities outstanding at the end of the most recently completed fiscal year ended December 31, 2024 for each of the Named Executive Officers.

Notes:

Incentive Plan Awards – Value Vested or Earned During the Fiscal Year Ended December 31, 2024

The following table sets out the aggregate dollar value of Options vested that would have been realized if the Options were exercised on the date vested or earned. The value is based on the difference between the Option exercise price and the market price of the underlying security of the date of vesting during the most recently completed fiscal year ended December 31, 2024 for each of the Named Executive Officers.

Notes:

Other than as described below, as of the date of this Circular, the Company does not have any employment contracts, agreements or arrangements with the Named Executive Officers to compensate them in the event of their resignation, retirement, termination or in the event of a change of control of the Company.

Lewis Black, Chairman, President and Chief Executive Officer

Effective January 1, 2023, the Company entered into an employment agreement with Mr. Black, as President and Chief Executive Officer of the Company. Under this agreement, Mr. Black is entitled to (i) an annual salary of US$600,000 per year, increasing annually by US$25,000 on January 1, 2024 and January 1, 2025, as may be adjusted by the Board from time to time (the “Base Salary”), (ii) standard benefits made available by the Company to its executives, and (iii) participation in the Stock Option Plan. The agreement also contains certain confidentiality and non-competition provisions for the benefit of the Company.

If Mr. Black’s employment is terminated for cause, by resignation or death, Mr. Black will receive his unpaid Base Salary and any other benefits earned through the termination date. If Mr. Black’s employment is terminated without cause, then Mr. Black will be entitled to receive (i) his unpaid Base Salary and any other benefits earned through the termination date; (ii) a separation package of 12 months of Mr. Black’s current Base Salary; and (iii) continuation of the benefits plan for 12 months following the termination date. Mr. Black’s termination entitlements under the Company’s Stock Option Plan and any grant documents shall be governed fully by the terms and conditions of such Stock Option Plan and any grant documents.

For the purposes of Mr. Black’s employment agreement, a change of control shall be considered a termination without cause and without prior notice entitling Mr. Black to a separation package and continuation of certain benefits. The separation package provides 12 months of Mr. Black’s current base salary payable in one lump sum within 5 business days of the termination date and also entitling Mr. Black to a continuation of the benefits plan for 12 months following the termination date.

Estimated Payments for Named Executive Officers upon Termination of Employment or Change of Control

The following table sets out the incremental payments (but excluding any statutory benefits) that would be made to each Named Executive Officer, at, following, or in connection with each of the termination scenarios below as if the triggering event had occurred on December 31, 2024.

Notes:

The Company does not have a pension plan or similar benefit program.

DIRECTOR COMPENSATION

During the most recently completed fiscal year ended December 31, 2024, the directors earned compensation for serving as members of the Board as set out in the following table.