REG - Tungsten West PLC - Posting of Circular and Notice of General Meeting
15/01/2026 08:30
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RNS Number : 0462P Tungsten West PLC 15 January 2026
15 January 2026
Tungsten West Plc
("Tungsten West", the "Company" or the "Group")
Posting of Circular and Notice of General Meeting
Further to the Company's announcement of 2 January 2026, Tungsten West
(AIM:TUN), the mining company focussed on restarting production at the
Hemerdon tungsten and tin mine ("Hemerdon" or the "Project") in Devon in the
UK, is pleased to confirm the Circular setting out the proposed amendments to
the articles of association and proposed allotment and issue of B Shares was
published on 14 January 2026.
The Circular contains the Notice of General Meeting, which is to be held at
Arch Law, Huckletree Bishopsgate, 8 Bishopsgate, London, United Kingdom, EC2N
4BQ at 13:00 (GMT) on 30 January 2026 (the "General Meeting"). The purpose of
the General Meeting is for shareholders to grant the Board approval to allot
the B Shares, together with the approval to disapply pre-emption rights in
respect of the proposed issue. In addition, the General Meeting is being held
to amend the Company's Articles so as to allow for the B Shares, a new class
of security, to be issued. The Board also proposes to establish share option
and share incentive schemes and is seeking shareholder authorities to grant
share options and allot new Ordinary Shares pursuant to the incentive schemes
once established.
Further to the Company's announcement of 9 December 2025, the Company has
agreed with Lansdowne, Drakewood and Henry Maxey that the Additional B Shares
to be issued will be reduced to 45,554,935, 7,370,418 and 8,745,851
respectively.
Copies of the Circular and Notice of General Meeting are available from the
Company's website: https://www.tungstenwest.com/
(https://www.tungstenwest.com/) . The full text extracted from the letter from
the Chairman of the Company in Part I of the Circular, is set out below in an
appendix to this announcement.
The Board considers that the resolutions set out in the Notice of General
Meeting are in the best interests of the Company and of its shareholders as a
whole and unanimously recommends shareholders to vote in favour of it.
Capitalised terms used but not defined in this announcement will have the same
meaning given to them in the Circular.
Ends
For further information, please contact:
Enquiries
Tungsten West Strand Hanson
Jeff Court, Chief Executive Officer (Nominated Adviser and Financial Adviser)
Phil Povey, Chief Financial Officer James Spinney / James Dance / Abigail Wennington
Tel: +44 (0) 1752 278500 Tel: +44 (0) 207 409 3494
BlytheRay Hannam & Partners
(Financial PR) (Broker)
Tim Blythe / Megan Ray Andrew Chubb / Matt Hasson / Jay Ashfield
Tel: +44(0) 20 7138 3204 Tel: +44 (0)20 7907 8500
Email: tungstenwest@blytheray.com
Follow us on X @TungstenWest
Appendix: LETTER FROM THE CHAIRMAN OF TUNGSTEN WEST PLC
Dear Shareholders,
PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
PROPOSED ALLOTMENT AND ISSUE OF B SHARES
PROPOSED LTIP
NOTICE OF GENERAL MEETING
1. Introduction
As announced on 9 December 2025, under the terms of the NPA, any conversion of
the Notes that would result in an obligation arising under Rule 9 of the
Takeover Code is prohibited without written consent from the relevant
noteholder(s). Accordingly, the Company was not able to fully convert the
Notes held by Lansdowne, Drakewood and Henry Maxey on the Final Termination
Date and a waiver under Rule 9 of the Takeover Code is not permissible in the
circumstances.
The Company has agreed with Lansdowne, Drakewood and Henry Maxey to issue them
each with B Shares in respect of any amounts that would otherwise lead to a
Rule 9 mandatory offer requirement under the Takeover Code on Conversion and
therefore be prohibited from issue under the NPA.
The purpose of this document is to, amongst other matters, set out the reasons
why the Board believes that the proposed allotment and issue of the B Shares
is in the best interests of the Company and its Shareholders and to seek
shareholder approval of the Resolutions at the forthcoming General Meeting,
which will be held at Arch Law, Huckletree Bishopsgate, 8 Bishopsgate, London,
United Kingdom, EC2N 4BQ at 13:00 (GMT) on 30 January 2026.
2. Conversion of the Notes and Takeover Code Considerations
As previously announced, the Company raised approximately £22.3 million
through the issue of eight tranches of the convertible loan notes (Tranches A
through H) pursuant to the terms of the NPA, with the initial constitution of
the NPA and Tranche A of the Notes being completed in June 2023. The total
amount outstanding under the Notes, including the accrual of interest, as at
the Final Termination Date (being 31 December 2025) was approximately £30.4
million.
As announced on 2 January 2026, the Notes were converted into new Ordinary
Shares on the Final Termination Date, to the extent permitted under the terms
of the NPA, at a deemed conversion price of 3 pence per share. On 31 December
2025, the Company allotted 584,831,728 new Ordinary Shares to the Noteholders.
Pursuant to Rule 9 of the Takeover Code, the acquisition of voting rights in
the Company by a person, including any persons acting in concert with them,
whether by a series of transactions over a period of time or not, which
results in that individual or a concert party, in aggregate, holding 30 per
cent. or more of the voting rights of the Company, would normally give rise to
a requirement to make a general offer to shareholders in accordance with the
provisions of Rule 9 of the Takeover Code.
Any conversion of the Notes that would result in an obligation under Rule 9 of
the Takeover Code is prohibited under the terms of the NPA without written
consent from the relevant noteholder(s), and a Rule 9 waiver in respect of the
Notes is not available in the circumstances, therefore the Company has
restricted the number of new Ordinary Shares issued to Lansdowne, Drakewood
and Henry Maxey, so that the mandatory offer requirement under Rule 9 of the
Takeover Code is not triggered as a result of the Conversion.
Accordingly, following the Conversion, there remains a total of approximately
£12.9 million of Outstanding Notes, including accrued interest to 31 December
2025, held by Lansdowne (£8.7 million), Drakewood (£1.9 million) and Henry
Maxey (£2.2 million). The parties have agreed that the Outstanding Notes will
remain outstanding but accrue no further interest (subject to a long stop of
31 March 2026 if the B Shares have not been issued by then) and be settled via
the issue of a separate non-voting class of B Shares, subject to shareholder
approval of this new class of capital at the General Meeting.
Resultant shareholdings of Lansdowne and the Drakewood Concert Party
The Drakewood Concert Party comprises Drakewood, David Lilley, Henry Maxey,
Richard Maxey, Godolphin Minerals Limited, Mark Thompson and Andrew Monk.
Following Conversion, the shareholdings of Lansdowne and the individual
members of the Drakewood Concert Party will be as follows:
Shareholder Ordinary Ordinary Shares Resultant holding % of total voting rights
Shares issued upon Conversion of Ordinary Shares
held prior to Conversion
Lansdowne 16,666,666 215,124,185 231,790,851 29.90%
Drakewood Concert Party 23,537,619 208,619,441 232,157,060 29.95%
Drakewood/David Lilley 6,506,382 84,438,895 90,945,277 11.73%
Henry Maxey 13,782,089 100,196,491 113,978,580 14.70%
Richard Maxey - 366,210 366,210 0.05%
Godolphin Minerals Limited - 18,310,502 18,310,502 2.36%
Mark Thompson 3,249,148 3,662,100 6,911,248 0.89%
Andrew Monk - 1,645,243 1,645,243 0.21%
3. Information relating to the B Shares
The proposed B Shares will represent a separate, non-voting class of shares in
the capital of the Company and the Company is convening the General Meeting to
obtain shareholder approval to amend the Company's articles of association to
create the B Shares as well as the applicable shareholder authorities to issue
the B Shares.
The key rights and restrictions of the B Shares will be as set out below:
· The B Shares will have the same economic rights as Ordinary Shares
(e.g. in respect of dividends, on a winding up or in a takeover situation) and
will rank pari passu with the Ordinary Shares, but will carry no rights to
attend general meetings or vote on shareholder resolutions.
· The B Shares will be transferable but will not be listed or admitted
to any trading facility.
· The B Shares will be convertible into Ordinary Shares (carrying
voting rights) on a one-for-one basis, subject to the holder of B Shares (and,
if applicable, any transferee) and anyone acting in concert with it, remaining
below the Rule 9 voting right limits (or the Company ceasing to be a Code
company).
· A holder of B Shares can elect to convert B Shares to increase their
holding to 30 per cent. or more of the issued ordinary share capital of the
Company in order to make a mandatory offer for the Ordinary Shares in issue
(not already held by them) under Rule 9 of the Takeover Code, should it so
wish, as long as full compliance with the provisions of the Takeover Code is
ensured.
Additional B Shares
The Company has agreed to issue the Additional B Shares to Lansdowne, Henry
Maxey and Drakewood in acknowledgement of:
· the parties agreeing to convert in full, thereby removing an ongoing
balance of Notes that would continue to be an expensive source of capital,
placing onerous restrictions on the Company (e.g. veto on the ability to raise
debt and/or equity), and acting as a deterrent to potential third party
funders;
· the loss of voting rights as the B Shares to be issued in order to
solve for the Rule 9 issues announced on 9 December 2025, will not carry
voting rights; and
· the support being provided by these parties, by way of allowing the
Company to raise the interim Bridge Loan Facility, in accordance with the NPA,
as well as providing the interim funding to enable the Company to convert the
Notes and progress the overall construction funding package for Hemerdon.
Subject to the passing of the B Shares Resolutions, it is now proposed to
allot and issue the following B Shares with a deemed issue price equivalent to
the Conversion Price to Lansdowne, Drakewood and Henry Maxey:
Noteholder Number of Number of Additional Total
B Shares B Shares B Shares
to be issued
Lansdowne 291,041,768 45,554,935 336,596,703
Drakewood 62,969,473 7,370,418 70,339,891
Henry Maxey 74,720,544 8,745,851 83,466,395
Total 428,731,785 61,671,204 490,402,989
Following the conversion of the Notes and the issue of the B Shares, the
Company will have 1,265,623,220 shares in its capital in issue, of which only
the Ordinary Shares carry voting rights.
4. Proposed Tungsten West PLC Long-Term Incentive Plan
The Board and the Remuneration Committee are in the process of finalising an
in-depth review of the existing remuneration and retention provisions for
management and employees of the Group, with a view to ensuring that the
Company develops a plan that is aligned with the Group's long-term strategy
and best serves the Company and Shareholders.
The Remuneration Committee has recommended to the Board that the Company
establish a new long-term incentive plan which is necessary in order to be
able to incentivise, reward and retain employees, management and directors for
the continued success of the Group. Whilst the detailed documentation is
currently being finalised, the intention is that the following indicative
terms will be included in the LTIP:
· Grant of Options
The incentive plan is expected to include the potential to grant Options over
a total of approximately 10 per cent. of the Company's Fully Diluted Share
Capital (as defined below).
· Eligibility to participate
Options may only be granted to employees and directors. The LTIP may include a
sub-plan, under which Options may be granted to consultants and advisers.
· Performance and Vesting Conditions
At the grant of the Options, the Board may specify one or more appropriate
performance and/or vesting conditions that will apply to each tranche of
Options. For example, full Project Financing being achieved, achieving
commercial production and/or certain operational key performance indicators.
For the executive management, it is envisaged that a portion of the Options
will relate to certain 'stretch' targets, which will only vest after certain
targets are met that represent performance that is significantly in excess of
the Group's current base case business plan assumptions.
The above terms are indicative only and may be subject to refinement. In
considering the terms of any future award under the LTIP, the Board and
Remuneration Committee will consider factors such as market practice for
similar sized mining companies as well as seeking independent advice.
The Board is currently seeking shareholder authorities to grant Options and to
issue shares up to an aggregate nominal amount of £1,415,639.85 (representing
141,563,985 new Ordinary Shares) in connection with the LTIP. These
authorities will represent approximately 10 per cent. of the Company's fully
diluted share capital following the proposed issue of B Shares, the assumed
exercise of the Options and other dilutive securities such as founder options
outstanding as at the date of this document (the "Fully Diluted Share
Capital"). Subject to the passing of the LTIP Resolutions and the
establishment of the LTIP, it is intended to make an initial award of Options
to the executive management team, comprising the Chief Executive Officer,
Chief Financial Officer, and the Non-Executive Chairman for up to
approximately 9.5 per cent. of the Fully Diluted Share Capital on terms to be
recommended by the Remuneration Committee.
The Board intends, at the time of the proposed Project Financing equity raise,
to seek further shareholder authorities to maintain its ability to grant
Options and/or issue new shares under the LTIP up to approximately 10 per
cent. of the Fully Diluted Share Capital in aggregate (as enlarged by the
issue of new Ordinary Shares relating to the proposed Project Financing equity
raise).
5. General Meeting and Resolutions
The Directors do not currently have authority to allot B Shares and,
accordingly, the Board is seeking the approval of Shareholders to amend the
Articles so as to allow for the B Shares, as a new class of share, to be
issued, and subject to the approval of such amendments, to approve the
allotment of the B Shares at the General Meeting, together with approval to
disapply pre-emption rights in respect of the proposed issue. In addition, the
Company also proposes to amend its Articles so as to allow for the B Shares, a
new class of share, to be issued.
In addition, the Board proposes to establish the LTIP to incentivise, reward
and retain employees, management and directors for the continued success of
the Group. The Board is seeking shareholder authorities to grant Options
and/or allot new Ordinary Shares pursuant to the LTIP once established.
Subject to the passing of the applicable Resolutions, any awards made pursuant
to the LTIP will follow the recommendation of the Remuneration Committee.
You will find set out at the end of this document a notice convening the
General Meeting to be held at the offices of Arch Law, Huckletree
Bishopsgate, 8 Bishopsgate, London, United Kingdom, EC2N 4BQ on 30 January
2026 at 13:00 (GMT).
The Resolutions to be proposed to Shareholders at the General Meeting are as
follows:
Resolution 1: To amend the articles of association
Resolution 1 is proposed as a special resolution to amend the Company's
articles of association to create a new class of B Shares. A copy of the
proposed amendments to the Company's articles of association will be available
on the Company's website.
Resolution 2: Authority for Directors to allot and/or issue the B Shares
Resolution 2 is proposed as an ordinary resolution granting authority to the
directors to allot and issue up to 490,402,989 new B Shares.
Resolution 3: Authority for Directors to grant options and/or allot and issue
new Ordinary Shares pursuant to the LTIP
Resolution 3 is an ordinary resolution granting authority to the Directors to
grant share options and/or allot new Ordinary Shares up to a maximum of
£1,415,639.85 (equal to 141,563,985 new Ordinary Shares) pursuant to the
LTIP.
This authority will expire on the earlier of the conclusion of the next annual
general meeting of the Company or 15 months after the passing of this
resolution.
Resolution 4: Dis-application of statutory pre-emption rights relating to the
B Shares
Resolution 4 is a special resolution and will, if approved, provide the
Directors with authority to issue B Shares on a non pre-emptive basis pursuant
to the authority conferred by Resolution 2 above.
Resolution 5: Dis-application of statutory pre-emption rights relating to the
new Ordinary Shares issued pursuant to the LTIP
Resolution 5 is a special resolution and will, if approved, provide the
Directors with authority to issue new Ordinary Shares on a non pre-emptive
basis pursuant to the authority conferred by Resolution 3 above.
This authority will expire on the earlier of the conclusion of the next annual
general meeting of the Company or 15 months after the passing of this
resolution.
Action to be taken
A form of Proxy is for use at the meeting is enclosed with this letter.
Whether or not you intend to be present at the General Meeting in person, you
are requested to complete the enclosed Form of Proxy in accordance with the
instructions printed thereon. To be valid, the enclosed Form of Proxy should
be completed and returned as soon as possible and, in any event, so as to
reach the Company's Registrars, Neville Registrars Limited of Neville House,
Steelpark Road, Halesowen B62 8HD no later than by no later than 13:00 (GMT)
on 28 January 2026 being 48 hours before the time appointed for the holding of
the General Meeting (excluding weekends and bank holidays) or any adjournment
thereof, either by post or electronically, details of which are given below.
Alternatively, a proxy may be returned by online submission via the Company's
Registrars instructions, or by means of CREST. Details of both are also given
below in Part II.
6. Recommendation
The Directors believe that the passing of the Resolutions is in the best
interests of the Company and Shareholders, taken as a whole.
IF THE B SHARES RESOLUTIONS ARE NOT APPROVED BY SHAREHOLDERS AT THE GENERAL
MEETING, THE B SHARES WILL NOT BE ISSUED. IN THESE CIRCUMSTANCES, FULL
CONVERSION OF THE NOTES WILL NOT BE POSSIBLE, WHICH WILL SEVERELY RESTRICT THE
COMPANY'S ABILITY TO SECURE THE REQUIRED PROJECT FUNDING PACKAGE FOR THE
DEVELOPMENT OF HEMERDON ON COMMERCIALLY ACCEPTABLE TERMS. WITHOUT REASONABLE
PROSPECT OF FUTURE FUNDING FOR THE PROJECT IN THE SHORT TO MEDIUM TERM, THE
LIKELIHOOD OF THE COMPANY CONTINUING TO OPERATE WILL BE SEVERELY REDUCED AND
THERE IS NO CERTAINTY THAT OTHER INTERIM FUNDING WOULD BE AVAILABLE ON
SUITABLE TERMS OR AT ALL.
Accordingly, the Directors unanimously recommend Shareholders to vote in
favour of the Resolutions.
Yours faithfully,
Stephen Harrison
Chairman
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