Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed in The Elmet Group Co.'s (the "Company") Current Report on Form 8-K filed with the SEC on September 14, 2026, the Company entered into a binding letter agreement with Blue Moon Metals Inc., a company existing under the laws of British Columbia, Canada ("Blue Moon"), Blue Moon (Springer) Inc., a company organized under the laws of the State of Delaware and an affiliate of Blue Moon ("BM US"), and EQ Resources Limited, a company organized under the laws of Victoria, Australia (together with the Company, Blue Moon, and BM US, the "Parties"), regarding a series of strategic transactions associated with Blue Moon's Springer Tungsten Complex ("Springer"), located in Pershing County, Nevada. Among the transactions contemplated by the Parties was an equity investment by the Company into Blue Moon and the Company's receipt of board representation on Blue Moon's board of directors (the "Blue Moon Board").

Purchase Agreement

On October 16, 2026, the Company entered into a subscription agreement with Blue Moon (the "Purchase Agreement"), pursuant to which Blue Moon agreed to issue and sell, and the Company agreed to purchase, newly issued equity in Blue Moon comprised of 3,500,000 units (the "Units") in a private placement transaction, with each Unit comprised of one common share of Blue Moon ("BM Share") and one BM Share purchase warrant ("BM Warrant") at a price per unit of CAD 10.00 (the "BM Investment"). As part of the BM Investment, the Company and Blue Moon also entered into an Investor Rights Agreement (as defined below).

The Purchase Agreement contains certain representations, warranties and covenants of each of the Company and Blue Moon, including covenants by Blue Moon related to the use of proceeds in connection with the development of Springer and with respect to Material Properties and Mining Rights (as defined in the Purchase Agreement). The closing of the BM Investment occurred on October 16, 2026. Pursuant to applicable U.S. and Canadian securities laws, the BM Shares, the BM Warrants and the BM Shares issuable upon exercise of the BM Warrants will be subject to certain restrictions on transfer, including, but not limited to, a prohibition on sales, transfers and trades in Canada or for the benefit of a Canadian resident until February 17, 2027, four months from the date of the issuance of the Units.

Blue Moon Warrant

On October 16, 2026, pursuant to the Purchase Agreement, Blue Moon issued 3,500,000 BM Warrants to the Company, with each BM Warrant exercisable for one BM Share. The BM Warrants are exercisable by the Company at any time and from time to time, after February 17, 2027, the date that is four (4) months after the issuance of the BM Warrants, at an initial exercise price of CAD 10.80 per BM Share, and expire thirty-six (36) months after the date of issuance, or October 16, 2029. The number of BM Shares issuable upon exercise of the BM Warrants is subject to customary adjustment in connection with certain transactions, including payments of stock dividends on the BM Shares, share splits and combinations of BM Shares.

The BM Warrants may also be exercisable on a net exercise "cashless" basis and in lieu of making the cash payment otherwise contemplated to be made to Blue Moon upon such exercise in payment of the aggregate exercise price, the Company may elect instead to receive upon such exercise (either in whole or in part), the net number of shares of BM Shares determined according to a formula set forth in the BM Warrant. Any portion of the BM Warrants that remains unexercised upon their expiration shall be automatically exercised by means of a "cashless" exercise as set forth in the BM Warrant.

No fractional BM Shares are to be issued upon the exercise of the BM Warrant and no cash payment or other compensation will be paid in lieu of a fractional share.