REG - Tungsten West PLC - Posting of Circular and Notice of General Meeting
09/02/2026 18:30
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RNS Number : 3183S Tungsten West PLC 09 February 2026
09 February 2026
Tungsten West Plc
("Tungsten West", the "Company" or the "Group")
Posting of Circular and Notice of General Meeting
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 that, further to the Company's announcement
of 5 February 2026, the Circular has been posted to shareholders.
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 1:00 p.m. (GMT) on 26 February 2026 (the "General Meeting"). The
purpose of the General Meeting is for the Company to seek the necessary
shareholder approvals, including, to approve resolutions granting directors
authority to issue the Second Tranche Placing Shares and the Retail Offer
Shares free of pre-emption rights.
Copies of the Circular and Notice of General Meeting are available from the
Company's website: https://www.tungstenwest.com/corporate-documents-circulars
(https://www.tungstenwest.com/corporate-documents-circulars) .
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)
Megan Ray / Rachael Brooks 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,
CONDITIONAL PLACING
CONDITIONAL SUBSCRIPTION
CONDITIONAL RETAIL OFFER
NOTICE OF GENERAL MEETING
1. Introduction
The Company announced on 6 February 2026 that it had conditionally raised, in
aggregate, £43.04 million (before expenses) through the proposed issue of the
Fundraising Shares pursuant to the Fundraising, comprising the Subscription,
Placing and the Retail Offer.
The Fundraising is being undertaken in two tranches as the Company does not
have sufficient shareholder authorities to issue all of the Fundraising
Shares. The Company allotted and issued the First Tranche Placing Shares and
First Tranche Subscription Shares using the existing shareholder authorities
obtained at its annual general meeting held on 25 September 2025. Admission of
the First Tranche Placing Shares and First Tranche Subscription Shares is
expected to occur at 8.00 a.m. on or around 11 February 2026.
The Company is seeking additional shareholder authorities to, inter alia,
issue the Second Tranche Subscription Shares, Second Tranche Placing Shares
and the Retail Offer Shares.
The purpose of this document is to, amongst other matters, set out the details
of the Fundraising and why the Board believe it is in the best interests of
the Company and its Shareholders, and to seek Shareholder approval of, amongst
other matters, the Fundraising Resolutions at the forthcoming General Meeting,
which will be held at Arch Law, Huckletree Bishopsgate, 8 Bishopsgate, London,
United Kingdom, EC2N 4BQ at 1.00 p.m. on 26 February 2026.
2. Details of the Fundraising
2.1 Subscription
Pursuant to the terms of the Subscription, the Subscriber agreed to subscribe
for the Subscription Shares at the Issue Price raising gross proceeds of
£29,288,296.
The Subscription comprises:
(a) The First Tranche Subscription Shares, allotted under existing shareholder
authorities; and
(b) Second Tranche Subscription Shares, to be allotted subject to the passing
of the Fundraising Resolutions at the General Meeting.
The Subscription Shares are subscribed for on the terms of the Subscription
Agreement, rather than pursuant to the terms and conditions of the Placing, as
is the case with the Placing Shares. The Subscription is subject to certain
conditions including, amongst others, the launch and completion of the
Bookbuild, the passing of the Fundraising Resolutions. If the Fundraising
Resolutions are not passed, the Second Tranche Subscription Shares will not be
issued notwithstanding that the First Tranche Subscription Shares have been
issued.
2.2 Placing
The Company has conditionally raised £10,754,300 (before expenses) by way of
an accelerated bookbuild undertaken by H & P Advisory, as placing agent
and bookrunner to the Company, of 59,746,113 new Ordinary Shares at the Issue
Price. The Placing is being undertaken in two tranches as the Company does not
currently have sufficient shareholder authorities to issue all of the Placing
Shares. The Issue Price represents a premium of approximately 9.9 per cent. to
the 30-day VWAP of 16.38 pence per Ordinary Share up to and including 4
February 2026 and a discount of approximately 39.0 per cent. to the closing
middle market price of 29.50 pence per Ordinary Share on 4 February 2026,
being the latest practicable date prior to the announcement of the
Fundraising.
In accordance with the terms of the Placing Agreement, the Company has
allotted 18,571,438 new Ordinary Shares at the Issue Price of 18 pence per
share, using existing shareholder authorities obtained from the Company's 2025
AGM. The First Tranche Placing Shares will be allotted pursuant to existing
shareholder authorities and they will be admitted to trading on AIM at 8.00
a.m. on or around 11 February 2026.
In accordance with the Placing Agreement, completion of the Second Placing is
subject to certain conditions including, among other things:
(a) First Admission having occurred not later than 8.00 a.m. on 11 February
2026 or such later date as the Company, Strand Hanson and H & P Advisory
may agree, but in any event not later than 8.00 a.m. on 13 February 2026;
(b) the fulfilment by the Company of its obligations in respect of the First
Tranche Placing Shares by the time specified in the Placing Agreement;
(c) the Company having complied in all material respects with its obligations
under the Placing Agreement to the extent that such obligations fall to be
performed or satisfied on or prior to Second Admission;
(d) each of the warranties in the Placing Agreement being true and accurate
and not misleading as at the date of the Placing Agreement and at all times up
to and including the Second Admission;
(e) all the Fundraising Resolutions having been passed at the General Meeting;
(f) the admission of the Second Tranche Placing Shares and the Retail Offer
Shares to trading on AIM not later than 8.00 a.m. on 27 February 2026 or such
later date as the Company, H & P Advisory and Strand Hanson may agree, but
in any event not later than 8.00 a.m. on 2 March 2026.
In addition, the Placing Agreement provides that the Fundraising will be
effected in such manner to ensure that no person and/or persons deemed to be
acting in concert acquire any Fundraising Shares which would result in a
mandatory offer having to be made under Rule 9 of the Takeover Code. In the
event that the allocation of Fundraising Shares would result in a Rule 9 Offer
having to be made by an investor or group of investors, the Company shall
first be required to obtain a waiver of the obligation of the Rule 9 Offer
from the Takeover Panel and confirmed by independent shareholders in a general
meeting. In the event that the Company is unable to obtain such a waiver then
it will be restricted from issue the Fundraising Shares which would otherwise
give rise to a Rule 9 Offer obligation.
The Second Tranche Placing Shares to be issued represent 5.31 per cent. of the
Existing Ordinary Shares, and will, on Second Admission (assuming the
Fundraising Resolutions are passed at the General Meeting) represent
approximately 4.06 per cent. of the Enlarged Share Capital.
IF THE CONDITIONS TO THE ISSUE OF THE SECOND TRANCHE PLACING SHARES ARE NOT
SUBSEQUENTLY SATISFIED (INCLUDING THE PASSING OF THE NECESSARY FUNDRAISING
RESOLUTIONS AT THE GENERAL MEETING, NONE OF THE SECOND SUBSCRIPTION SHARES,
THE SECOND TRANCHE PLACING SHARES NOR THE RETAIL OFFER SHARES WILL BE ISSUED
BY THE COMPANY, NOTWITHSTANDING THE FACT THAT THE FIRST TRANCHE PLACING SHARES
AND THE FIRST TRANCHE SUBSCRIPTION SHARES WILL ALREADY BE IN ISSUE.
2.3 Retail Offer
Pursuant to the Retail Offer, certain retail investors in the United Kingdom
have conditionally agreed to subscribe for 16,666,666 new Ordinary Shares via
the RetailBook, at the Issue Price of 18 pence per Ordinary Share, raising
approximately £3 million in aggregate (before expenses).
The Retail Offer Shares to be issued represent approximately 2.15 per cent. of
the Existing Ordinary Shares and will, on Second Admission (assuming the
Fundraising Resolutions are passed at the General Meeting), represent
approximately 1.64 per cent. of the Enlarged Share Capital.
2.4 The Second Placing, the issue of the Second Tranche Subscription Shares
and the Retail Offer are conditional on, among other things, the passing of
the Fundraising Resolutions at the General Meeting.
2.5 Subject to the passing of the Fundraising Resolutions, it is expected that
the Second Tranche Placing Shares, Second Tranche Subscription Shares and the
Retail Offer Shares will be admitted to trading on AIM at 8.00 a.m. on or
around 27 February 2026.
2.6 The aggregate of the Fundraising Shares will, on Second Admission,
represent approximately 23.57 per cent. of the Enlarged Share Capital,
assuming the Fundraising Resolutions are passed by Shareholders at the General
Meeting.
2.7 The Second Tranche Placing Shares. Second Tranche Subscription Shares and
Retail Offer Shares will be issued as fully paid and will rank on Admission,
pari passu in all respects with the Existing Ordinary Shares. The Fundraising
Shares have not, and are not, being offered or sold in any jurisdiction where
it would be unlawful to do so.
3. Reasons for the Fundraising
Together with the proposed Debt Financing, the proceeds from the Fundraising
will allow the Company to de-risk the recommencement of production and cover
additional working capital, financing costs together with general &
administrative expenses, ahead of the Company's current expectation of full
production by Q4 2027.
4. Use of proceeds
In addition to the Company's current cash balances (being approximately £0.4
million as at 31 January 2026), the proceeds of the Fundraising will be
allocated towards delivering the 2025 Feasibility study, financing and
transaction costs, repaying the Bridge Facility and fast tracking
recommencement of production, with the fine gravity circuit commissioning
expected to begin in Q3 2026.
The net proceeds of the Fundraising are expected to provide financial runway
which, along with the proposed Debt Financing, is expected to see the Project
into production.
5. Directors' participation and Related Party Transactions
5.1 Directors' Participation
As part of the Company's fundraising, Stephen Harrison, David Cather, Kevin
Ross, Richard Maxey, Philip Povey, Jeffery Court, and Guy Edwards subscribed
for, in aggregate, 1,984,009 new Ordinary Shares (the "Director Participation
Shares") at the Issue Price, raising approximately £357,122 for the Company
(before expenses) (the "Directors' Participation") conditional upon the
passing of the Fundraising Resolutions at the General Meeting and Second
Admission.
Name of Director Number of Number of Ordinary Shares subscribed for Total number of Ordinary Shares held on Second Admission
Existing Ordinary Shares
Stephen Harrison - 222,222 222,222
David Cather - 250,000 250,000
Kevin Ross - 500,000 500,000
Richard Maxey 366,210 111,111 477,321
Philip Povey* 2,995,305 567,344 3,562,649
Jeffery Court - 194,444 194,444
Guy Edwards - 138,888 138,888
* Philip Povey holds his interest in 2,995,305 Ordinary Shares through
Umbrella Mountain Limited, a company in which he is the sole shareholder and
director. Philip Povey does not have any beneficial interest in any other
shares held by Umbrella Mountain Limited.
5.2 Lansdowne
Lansdowne on its own behalf or its related funds or nominees participated in
the Placing acquiring 40,678,189 new Ordinary Shares for an aggregate amount
of £7.32 million (equivalent to approximately US$10 million) (the "Lansdowne
Participation"). Lansdowne currently holds 29.90 per cent. of the Company's
issued share capital, and assuming no B Shares are converted will hold
approximately 26.86 per cent. of the Enlarged Share Capital on Second
Admission (subject to the passing of the Fundraising Resolutions at the
General Meeting to be held on 26 February 2026).
5.3 Related Party Transactions
Lansdowne currently holds 29.90 per cent. of the Company's issued share
capital, and assuming no B Shares are converted will hold approximately 26.86
per cent. of the Enlarged Share Capital on Second Admission (subject to the
passing of the Fundraising Resolutions at the General Meeting to be held on 26
February 2026). Lansdowne is therefore considered to be a related party as a
substantial shareholder as such terms are defined under the AIM Rules. In
addition, the issue of Director Participation Shares to the Directors, also
constitutes a related party transaction pursuant to Rule 13 of the AIM Rules,
by virtue of their status as Directors of the Company. Accordingly, the
independent director for the purposes of the related party transactions,
Martin Wood, having consulted with the Company's nominated adviser, Strand
Hanson, considers the terms of Lansdowne's Participation and the Directors'
Participation in the Placing to be fair and reasonable in accordance with AIM
Rule 13 following such commitments being made insofar as the Shareholders are
concerned.
6.B Shares
Following the passing of the resolutions at the general meeting held on 30
January 2026, the Company issued B Shares to the persons set out below in the
corresponding proportions:
Noteholder Total B Shares
Lansdowne 336,596,703
Drakewood 70,339,891
Mr Maxey 83,466,395
Total 490,402,989
As previously announced, the principal rights and restrictions of the B Shares
are as follows:
The B Shares 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 the B Shares do not carry rights to attend
general meetings and/or vote on shareholder resolutions.
· The B Shares are transferable but they are not listed or admitted
to any trading facility.
· The B Shares may be converted 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 voting right limits of rule 9 of the Takeover Code (or the Company
ceasing to be a company subject to the Takeover Code).
A holder of B Shares may elect to convert B Shares to increase their holding
of Ordinary Shares 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.
Lansdowne has indicated its intention to apply to convert such number of the B
Shares held by Lansdowne into Ordinary Shares after First Admission, so as to
maintain its current 29.90 per cent. interest in the issued ordinary share
capital of the Company. Drakewood and Mr Maxey have indicated that they intend
to convert their respective interests in B Shares in full after the First
Tranche Placing Shares are issued.
7. General Meeting and Resolutions
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 at 1.00 p.m. on 26 February
2026
The Resolutions to be proposed to Shareholders at the General Meeting are as
follows:
Resolution 1: Authority of Directors to allot and/or grant the Second Tranche
Subscription Shares, Second Tranche Placing Shares and the Retail Offer Shares
Resolution 1 is proposed as an ordinary resolution granting authority to the
directors to allot and issue up to 139,125,536 new Ordinary Shares in
connection with the Second Placing, Second Subscription and the Retail Offer.
Resolution 2: Grant of authorities to allot shares for LTIP
As set out in the January 2026 circular, the Board intends 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 Fundraising).
Resolution 3: Renewal of authorities to allot shares generally
As the shareholder authorities obtained at the 2025 AGM have been used to
allot and issue the First Tranche Placing Shares and First Tranche
Subscription Shares, the Board consider it prudent to renew such authorities
in order that the Board may move quickly in the event that opportunities
arise.
If not used, this authority will expire at the next annual general meeting of
the Company.
Resolution 4: Dis-application of statutory pre-emption rights in connection
with the Second Tranche Subscription Shares, Second Tranche Placing Shares and
the Retail Offer Shares
Resolution 4 is a special resolution and will, if approved, provide the
Directors with authority to issue equity securities for cash on a non
pre-emptive basis pursuant to the authority conferred by Resolution 1 above in
relation to the Fundraising.
Resolution 5: Disapplication of statutory pre-emptions rights in connection
with Resolution 2
This is a special resolution. As outlined in Resolution 2 above, the Directors
are seeking to grant shareholder authorities to issue shares for cash on a non
pre-emptive basis in connection with the LTIP.
Resolution 6: Disapplication of statutory pre-emptions rights in connection
with Resolution 3
This is a special resolution. As outlined in Resolution 3 above, the Directors
are seeking to renew shareholder authorities that have been used since the
2025 AGM to issue shares for cash on a non pre-emptive basis up to £1
million. This provides the Directors with flexibility if opportunities arise.
This authority will expire, if not used, at the Company next annual general
meeting.
8. 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 1.00 p.m. on
24 February 2026 being 48 hours before the time appointed for the holding of
the General Meeting (excluding weekends and bank holidays) or any adjournment
thereof.
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.
9. Recommendation
The Directors believe that the Fundraising will promote the success of the
Company for the benefit of its shareholders as a whole. Accordingly they
unanimously recommend you to vote in favour of the Resolutions to be proposed
at the General Meeting, as they intend to do in respect of their own
beneficial holdings. In addition, the Company's shareholders, Lansdowne, Baker
Steel, Mr Maxey and Drakewood have given irrevocable undertakings to the
Company to vote for the Fundraising Resolutions in respect of their ordinary
shares in the Company.
If Shareholders do not approve the Fundraising Resolutions at the General
Meeting, the Second Placing, the Second Subscription and the Retail Offer will
not proceed and the Company may not be able to secure the required Debt
Financing 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 funding would be
available on suitable terms or at all.
Yours faithfully,
Stephen Harrison
Chairman
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