Dec 31, 2020 Annual Information Form

ANNUAL INFORMATION FORM ALMONTY INDUSTRIES INC. 100 King Street West, Suite 5700 Toronto, Ontario M5X 1C7 Canada Tel: +1 647 438-9766 Fax: +1 416 628-2516 E-mail: [email protected] FOR THE YEAR ENDED DECEMBER 31, 2020 May 13, 2021 Table of Contents CORPORATE STRUCTURE .................................................................................................................................... 1 GENERAL DEVELOPMENT OF THE BUSINESS ................................................................................................ 3 DESCRIPTION OF BUSINESS .............................................................................................................................. 16 GENERAL ............................................................................................................................................................... 16 RISK FACTORS ...................................................................................................................................................... 22 MINING PROJECTS .............................................................................................................................................. 32 DIVIDENDS ............................................................................................................................................................. 60 DESCRIPTION OF SHARE CAPITAL .................................................................................................................. 60 DIRECTORS AND OFFICERS .............................................................................................................................. 62 CONFLICTS OF INTEREST .................................................................................................................................. 67 LEGAL PROCEEDINGS ........................................................................................................................................ 68 INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS ..................................... 68 TRANSFER AGENT AND REGISTRAR ............................................................................................................... 69 MATERIAL CONTRACTS ..................................................................................................................................... 69 INTERESTS OF EXPERTS .................................................................................................................................... 69 ADDITIONAL INFORMATION ............................................................................................................................ 69 CHARTER FOR THE AUDIT COMMITTEE ..................................................................................................... A-1 PRESENTATION OF INFORMATION AND FORWARD-LOOKING STATEMENTS Except where the context otherwise requires, all references in this Annual Information Form (“AIF”) to the “Company”, “Almonty”, “we”, “us”, “our” or similar are to Almonty Industries Inc. and its subsidiaries, taken together. Unless otherwise indicated, all dollar amounts are expressed in Canadian dollars. This AIF contains forward-looking statements that reflect management’s expectations, estimates and projections concerning future events in relation to the Company’s business and the economic environment in which it operates. Forward-looking statements may include, but are not limited to, statements with respect to possible acquisitions, demand for tungsten, tungsten prices, tungsten recovery and production, reductions in operating costs, improvements in efficiencies or reduction in dilution, future remediation and reclamation activities, future mineral exploration, the estimation of mineral reserves and mineral resources, the realization of mineral reserve and mineral resource estimates, the timing of activities and the amount of estimated revenues and expenses, the success of exploration activities, permitting time lines, the success of mine development and construction activities, the success of future mine operations, the success of other future business operations, requirements for additional capital and sources and uses of funds. Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects”, “anticipates”, “plans”, “estimates”, “intends”, “strategy”, “goals”, “objectives” or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved, or the negative of any of these terms and similar expressions) are not statements of historical fact and may be “forward-looking statements”. Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events, results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward- looking statements. Such factors include, but are not limited to, the inability of the Company to maintain its interest in its mineral projects or to obtain or comply with all required permits and licences, risks normally incidental to exploration and development of mineral properties, uncertainties in the interpretation of drill results, the possibility that future exploration, development or mining results will not be consistent with expectations, changes in governmental regulation adverse to the Company, lack of adequate infrastructure at the mineral properties, economic uncertainties, the inability of the Company to obtain additional financing when and as needed, competition from other mining businesses, the future price of tungsten and other metals and commodities, fluctuation in currency exchange rates, title defects and other related matters. See Risks Factors in this AIF for a further discussion of factors that could cause the Company’s actual results, performance or achievements to be materially different from any anticipated results, performance or achievements expressed or implied by forward-looking statements. The forward- looking statements in this AIF represent the expectations of management as of the date hereof and, accordingly, are subject to change after such date. Readers should not place undue importance on forward-looking statements and should not rely upon these statements as of any other date. The Company does not undertake to update any forward-looking information, except as, and to the extent, required by applicable laws. The forward-looking statements contained herein are expressly qualified by this cautionary statement. CORPORATE STRUCTURE Almonty is a corporation continued under the Canada Business Corporation Act (the “CBCA”). Almonty was incorporated on September 28, 2009 under the Business Corporations Act (British Columbia) under the name RCG Capital Inc. as a Capital Pool Company. On September 23, 2011, the Company completed its qualifying transaction (the “Qualifying Transaction”), whereby all of the issued and outstanding securities of 7887523 Canada Inc. (“Almonty Sub”) were acquired in exchange for securities of the Company on a one-for-one basis and the Company changed its name to “Almonty Industries Inc.”. On March 27, 2012, Almonty filed articles of continuance and was continued from British Columbia to the CBCA. Almonty’s common shares (the “Common Shares”) trade on the Toronto Stock Exchange (the “TSX”) under the symbol “AII”. Almonty’s head and registered office is 100 King Street West, Suite 5700, Toronto Ontario, M5X 1C7. In connection with the Qualifying Transaction and immediately prior to its completion, Almonty Sub acquired all of the issued and outstanding shares of Daytal Resources Spain, S.L. (“Daytal”) from Heemskirk Europe PLC and Heemskirk Consolidated Limited. Daytal is the owner of a 100% interest in the Los Santos tungsten project located near Salamanca, Spain (the “Los Santos Mine”). Valtreixal Resources Spain S.L. (“Valtreixal Resources”), an indirect wholly-owned subsidiary of the Company, owns a 100% interest in the Valtreixal tin and tungsten mine project located in Western Spain (the “Valtreixal Mine”). The principal business of Valtreixal Resources is the exploration of the Valtreixal Mine. On September 22, 2014, Almonty acquired 100% of the share capital of Wolfram Camp Mining Pty Ltd. (“WCM”) and Tropical Metals Pty Ltd. (“TM”) (which collectively own a 100% interest in the Wolfram Camp tungsten, wolframite and molybdenum mine located about 130 km from Cairns, Queensland, Australia, near the town of Dimbulah (the “Wolfram Camp Mine”)) from Deutsche Rohstoff AG (“DRAG”). The principal business of each of WCM and TM is the advancement of exploration, development and production activities at the Wolfram Camp Mine. However, during December 2018, the Board of Directors determined that it was in the best interests of the Company to cease expending further funds towards refurbishment and, consequently, the Company caused WCM and TM to be placed into voluntary liquidation with all requisite approvals received. On June 4, 2015, Almonty acquired an 8% interest in Woulfe Mining Corp. (“Woulfe”) and, through the acquisition of convertible debentures in Woulfe, gained control over the Woulfe board of directors with the ability to nominate a majority of the board members. On July 7, 2015, Almonty and Woulfe entered into an arrangement

Load more