REG - Tungsten West PLC - Result of Bookbuild and Subscription Raising

Tungsten WestAnnouncement

06/02/2026 07:20

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RNS Number : 0411S  Tungsten West PLC  06 February 2026

 

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE A
PROSPECTUS OR OFFERING MEMORANDUM OR CONTAIN ANY INVITATION, SOLICITATION,
RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE
ACQUIRE OR DISPOSE OF ANY SECURITIES OF TUNGSTEN WEST PLC OR ANY OTHER ENTITY
IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS
DISTRIBUTION, SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH ANY
INVESTMENT IN RESPECT OF TUNGSTEN WEST PLC AND SHOULD NOT BE CONSIDERED AS A
RECOMMENDATION THAT ANY INVESTOR SHOULD SUBSCRIBE FOR OR PURCHASE ANY SUCH
SECURITIES.

This Announcement contains inside information for the purposes of the UK
version of the Market Abuse Regulation (EU No. 596/2014) as it forms part of
United Kingdom domestic law by virtue of the European Union (Withdrawal) Act
2018 as amended by the European Union (Withdrawal) Act 2020 ("UK MAR").  In
addition, market soundings (as defined in UK MAR) were taken in respect of
certain of the matters contained in this Announcement, with the result that
certain persons became aware of such inside information, as permitted by UK
MAR.  Upon the publication of this Announcement, this inside information is
now considered to be in the public domain and such persons shall therefore
cease to be in possession of inside information.

Capitalised terms not otherwise defined in the text of this Announcement have
the meanings given in the Company's accelerated bookbuild launch announcement
released at 7.00 a.m. on 5 February 2026, unless otherwise specified.

6 February 2026

Tungsten West Plc

 ("Tungsten West" or the "Company")

Result of Bookbuild and Subscription Raising c.£41.37 million

 

Tungsten West (AIM: TUN), the mining company focused on restarting production
at the Hemerdon tungsten and tin mine ("Hemerdon" or the "Project") in Devon
in the UK, announces the results of the Bookbuild which together with the
Subscription and other direct subscriptions has raised gross proceeds of
£41,369,718.

 

The Company has placed 59,746,113 Ordinary Shares with new institutional
investors and existing shareholders pursuant to the Placing at a price of
£0.18 per share (the "Issue Price"), raising gross proceeds of £10,754,300,
a further 162,712,757 new Ordinary Shares pursuant to the Company's direct
Subscription with a prominent international investor ("Subscriber"), raising
gross proceeds of £29,288,296. The Issue Price represents a premium of
approximately 9.9 per cent. to the 30-day VWAP of 16.38 pence per Existing
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.

 

Hannam & Partners acted as Bookrunner and Placing Agent in connection with
the Placing.

 

In total, the Subscription and Placing was more than 2.5 times oversubscribed,
receiving strong support from existing and new investors, allowing the Company
to broaden its institutional following and market support.  The Company
increased the size of fundraise by £1.1 million to cater for direct
subscriptions for new Ordinary Shares with the Company, conditional upon the
passing of the Resolutions at the General Meeting and Second Admission. The
Placing Shares and the Subscription Shares represent, in aggregate,
approximately 17.6 per cent. of the Company's issued share capital (including
B Shares) prior to the Fundraise and prior to the closing of the Retail
Offer.

 

As part of the Company's fundraise, Stephen Harrison, David Cather, Kevin Ross
and Philip Povey subscribed for new Ordinary Shares directly with the Company
and Richard Maxey,  Jeffery Court, and Guy Edwards subscribed for Retail
Offer Shares pursuant to the Retail Offer (the "Participating Directors")
acquiring in aggregate, 1,952,898 new Ordinary Shares at the Issue Price (the
"Director Participation Shares"), raising £351,522 for the Company (before
expenses) (the "Directors' Participation") conditional upon the passing of the
Resolutions at the General Meeting and Second Admission.

 

Details of the Directors' Participation in the Company's fundraise are set out
as follows:

 

 Name of Director  Number of Existing Ordinary Shares  Number of Director Participation Shares  Total number of Ordinary Shares held on Second Admission
 Stephen Harrison  -                                   222,222                                  222,222
 David Cather      -                                   250,000                                  250,000
 Kevin Ross        -                                   500,000                                  500,000
 Richard Maxey     366,210                             80,000                                   446,210
 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.

Related Party Transactions

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 / 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 26.67 per cent. of
the Company's issued share capital on Second Admission (subject to the passing
of the 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.

 

Jeffery Court, CEO of Tungsten West, commented:

"We are extremely pleased that the market has shown such strong support for
the Company.  These funds are a cornerstone for the re-start of operations at
Hemerdon in a time of very buoyant commodity prices.  We welcome new
shareholders and the increased investment from our pre-existing shareholders,
who both strongly believe in the vision we have for the Company."

 

"Our focus now is to accelerate our re-commissioning programme and get into
production as quickly as possible, whilst concluding the advanced positions we
have on the Project debt package."

 

"I extend my personal gratitude to all of our employees, consultants and
advisers for their extremely hard work that has led to this achievement, in
addition to thanking our pre-existing and new shareholders for their support."

 

Admission of Shares

Application will be made for 40,253,887 Ordinary Shares, which have been
allocated as First Tranche Subscription Shares and 59,746,113 Ordinary Shares
which have been allocated as First Tranche Placing Shares to be admitted to
trading on AIM on First Admission.  It is anticipated that First Admission
will become effective, and that dealings in the Ordinary Shares will commence,
at 8.00 a.m. (London time) on 11 February 2026.  The 129,831,768 Ordinary
Shares allocated as Second Tranche Subscription Shares and which have been
allocated as Second Tranche Placing Shares will be issued on Second Admission,
anticipated to be 8.00 a.m. on 27 February 2026 subject to the Resolutions
being approved by Shareholders at the General Meeting.

 

In addition to the Placing and Subscription, the Company also announced that
it is providing Retail Investors with the opportunity to subscribe for Retail
Offer Shares at the Issue Price via the RetailBook platform.  The results of
the Retail Offer will also be announced separately thereafter.  Retail Offer
Shares purchased pursuant to the Retail Offer will be admitted on Second
Admission (subject to the Resolutions being passed at the General Meeting).

 

Notice of the General Meeting will be sent to Shareholders on 9 February 2026.

 

Total Voting Rights on First Admission

Following First Admission and prior to Second Admission, the total number of
shares in issue in the Company will be 875,220,231 Ordinary shares of £0.01
each and 490,402,989 B shares of £0.01 each. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, the Company under the FCA's Disclosure Guidance and
Transparency Rules.

 

The Ordinary Shares, when issued, will be fully paid and will rank pari passu
in all respects with each other and with the existing Ordinary Shares of the
Company, including, without limitation, the right to receive all dividends and
other distributions declared, made or paid after the date of issue.

 

 

 

 

 

For additional information please contact:

 

 Tungsten West                               Jeff Court                          Tel: +44 (0) 1752 278500

                                             Phil Povey

 Strand Hanson Limited                       James Spinney        Tel: +44 (0) 207 409 3494

 (Nominated Adviser and Financial Adviser)   James Dance

                                             Abigail Wennington

 Hannam & Partners                            Andrew Chubb                       ac (mailto: %20%20%20%20%20%20%20%20%20 @hannam.partners) @hannam.partners

 (Sole Bookrunner and Placing Agent)         Vladimir Volodko                    vv@hannam.partners

                                                                                 Tel: +44 207 907 8500

 BlytheRay                                   Tim Blythe                          tim.blythe@blytheray.com (mailto:tim.blythe@blytheray.com)

 (Financial PR)                              Megan Ray                           megan.ray@blytheray.com (mailto:megan.ray@blytheray.com)

                                                                                 Tel: +44 207 138 3204
                                                                                 Email:tungstenwest@blytheray.com

 

 

THIS ANNOUNCEMENT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR
DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE
UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, HONG
KONG OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR
DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION
PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

This Announcement or any part of it does not constitute or form part of any
offer to issue or sell, or the solicitation of an offer to acquire, purchase
or subscribe for, any securities in the United States, Australia, Canada,
Japan, the Republic of South Africa, Hong Kong or any other jurisdiction in
which the same would be unlawful or to any person to whom it is unlawful to
make such offer or solicitation. No public offering of the Placing Shares is
being made in any such jurisdiction.

 

No action has been taken by the Company or Hannam & Partners or any of
their respective Affiliates or any of its or their respective directors,
officers, partners, employees, agents or advisers (collectively
"Representatives") or any person acting on behalf of any of them that would,
or is intended to, permit an offer of the Placing Shares or result in the
possession or distribution of this Announcement or any other offering or
publicity material relating to such Placing Shares in any jurisdiction where
action for that purpose is required. Any failure to comply with these
restrictions may constitute a violation of the securities laws of such
jurisdiction. Persons into whose possession this Announcement comes are
required to inform themselves about, and to observe, such restrictions.

No prospectus, offering memorandum, offering document or admission document
has been or will be made available in any jurisdiction in connection with the
matters contained or referred to in this Announcement and no such document is
required (in accordance with Regulation (EU) No 2017/1129 (the "EU Prospectus
Regulation") or the Public Offers and Admissions to Trading Regulations 2024
(the "POATR")) to be published. Persons needing advice should consult a
qualified independent legal adviser, business adviser, financial adviser or
tax adviser for legal, financial, business or tax advice.

 

All offers of the Placing Shares will be made pursuant to an exemption under
the POATR or the EU Prospectus Regulation from the requirement to produce an
admission document or prospectus. This Announcement is being distributed and
communicated to persons in the UK only in circumstances to which section 21(1)
of the Financial Services and Markets Act, 2000, as amended, does not apply.

 

THE PLACING SHARES HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES
LAWS OF ANY STATE OR OTHER JURISDICTION OF THE UNITED STATES, AND MAY NOT BE
OFFERED, SOLD, PLEDGED, TAKEN UP, EXERCISED, RESOLD, TRANSFERRED OR DELIVERED,
DIRECTLY OR INDIRECTLY, WITHIN, IN OR INTO THE UNITED STATES ABSENT
REGISTRATION UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES
ACT AND APPLICABLE STATE SECURITIES LAWS. THERE WILL BE NO PUBLIC OFFERING OR
THE SECURITIES IN THE UNITED STATES. NO PUBLIC OFFERING OF THE SHARES REFERRED
TO IN THIS ANNOUNCEMENT IS BEING MADE IN THE UNITED KINGDOM, HONG KONG,
CANADA, ANY OTHER RESTRICTED JURISDICTION (AS DEFINED BELOW) OR ELSEWHERE.

 

THE PLACING HAS BEEN CONDUCTED OUTSIDE THE UNITED STATES IN AN "OFFSHORE
TRANSACTION" IN RELIANCE ON REGULATION S UNDER THE SECURITIES ACT AND,
SEPARATELY, ANY OFFER AND SALE OF SECURITIES IN THE UNITED STATES, IF MADE,
WILL BE MADE ONLY IN TRANSACTIONS NOT INVOLVING ANY PUBLIC OFFERING PURSUANT
TO SECTION 4(A)(2) OF THE SECURITIES ACT AND ONLY TO PERSONS THAT INITIATE THE
TRANSACTION ON AN UNSOLICITED BASIS. NEITHER THE U.S. SECURITIES AND EXCHANGE
COMMISSION NOR ANY U.S. STATE SECURITIES COMMISSION HAS APPROVED OR
DISAPPROVED OF THE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS
ANNOUNCEMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENCE IN THE
UNITED STATES.

 

THE COMPANY WILL HAVE NO OBLIGATION TO, AND DOES NOT INTEND TO, REGISTER ANY
RESALE OF THE PLACING SHARES IN THE UNITED STATES.

 

The Bookrunner is not registered as a broker-dealer in the United States and
will not solicit or induce the purchase or sale of any security in the United
States. Any order from a U.S. person will be accepted only if initiated by
such person on an unsolicited basis, and any direct communications with the
Company or the Bookrunner in connection with such purchase have been initiated
by the purchaser and have not involved any solicitation.

 

If you are in any doubt about any of the contents of this Announcement, you
should obtain independent professional advice.

 

This Announcement has been prepared for the purposes of complying with
applicable law and regulation in the United Kingdom and the information
disclosed may not be the same as that which would have been disclosed if this
Announcement had been prepared in accordance with the laws and regulations of
any jurisdiction outside the United Kingdom.

 

This Announcement has not been approved by the Financial Conduct Authority
(the "FCA") or the London Stock Exchange.

 

 

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