RNS Number : 7230M
Tungsten West PLC
24 December 2025
24 December 2025
Tungsten West Plc
("Tungsten West", the "Company" or the "Group")
Half Year Results for the six months ended 30 September 2025
Tungsten West (LON:TUN), the mining company focused on restarting production at the Hemerdon tungsten and tin mine in Devon, UK ("Hemerdon" or the "Project"), is pleased to announce its half year results for the six months ended 30 September 2025 (the "Period").
Period Overview:
• Completion of an updated feasibility study demonstrating strong economic returns using pricing assumptions of US$400 per metric tonne unit ("MTU") for tungsten and US$32,500 per tonne for tin, both now materially below prevailing spot prices.
• Tungsten and tin market prices now are tracking above US$800/MTU and US$40,000 per tonne, well above pricing levels used in the feasibility study.
• Commencement of the project financing process to secure debt and equity funding to re-start operations.
• Continued investor support, with £5.2 million raised through the issuance of convertible loan notes ("CLNs") across two tranches.
• Alistair Stobie stepped down as Chief Financial Officer and resigned as a Board member. Phil Povey was appointed Interim Chief Financial Officer of the Company.
• Cash reserves of £1.0 million at 30 September 2025.
• Operating loss for the Period of £3.8 million.
• With the backdrop of the positive feasibility study results and favourable tungsten and tin market conditions, the Company's share price increased from 3.625p on 1 April 2025 to 8.75p on 30 September 2025. Given the expected exercise price of 3p per share for the CLNs, this increased share price over the period resulted in a £37.0 million non-cash fair value adjustment to the CLNs, leading to a total loss for the Period of £40.4 million.
Post Period Overview:
• The Company successfully completed a safe and highly encouraging processing trial, demonstrating strong performance across key sections of the mineral processing facility. The trial produced over 1,400 MTU of WO₃ in concentrate, with grades exceeding target levels.
• The Company entered into an EPC agreement relating to the new build crushing, screening and ore sorter facility, representing a key milestone in preparation for the restart of operations.
• Phil Povey was appointed Chief Financial Officer and Director of the Company.
• A £4.0 million Bridge Facility was agreed with strategic investors, a portion of which has already been deployed to advance key engineering works and secure long-lead items required for the restart of production.
• Good progress has been made on project funding across both debt and equity streams, with expected completion of the project financing in Q1 2026.
• The Company entered a binding agreement for full conversion of the CLNs, subject to shareholder approval. The Board considers this a significant step forward in the Company's project financing strategy.
Management
On 23 September 2025, Alistair Stobie stepped down as Chief Financial Officer of the Company. In addition, Alistair resigned from his position as a Director of all associated companies. Phil Povey was appointed interim CFO.
Post Period, the Board appointed Mr Povey as CFO, and a Director of the Company. Mr Povey was previously Head of Commercial & Corporate Development at Tungsten West.
Funding
The CLN facility to date has raised £22.3 million. No further amounts will be raised under the facility, with agreements in place to convert the debt plus accrued interest to equity (subject to shareholder approval).
The Company entered into a £4 million bridging loan facility with key investors.
As set out in Note 2 Going Concern, there remains material uncertainty regarding further funding which would have an impact on the Group's ability to continue as a going concern. At the Period end, the Group had £1 million in cash reserves and £0.4 million as at 30 November 2025.
Outlook
The Board remains positive for the long-term prospects for the Hemerdon mine. Commodity markets are strong, and the board is committed to delivering the Project and recommencing operations.
The principal risks and uncertainties are outlined in the Company's most recent audited annual report and accounts which can be found at www.tungstenwest.com.
Phil Povey
Chief Financial Officer
Cautionary statement
This document contains certain forward-looking statements in respect of the financial condition, results, operations, and business of the Group. Whilst these statements are made in good faith based on information available at the time of approval, these statements and forecasts inherently involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. There are several factors that could cause the actual results of developments to differ materially from those expressed or implied by these forward-looking statements and forecasts. Nothing in this document should be construed as a profit forecast.
Enquiries
Tungsten West Jeff Court Tel: +44 (0) 1752 278500 Phil Povey Tel: +44 (0) 1752 278500
Strand Hanson (Nominated Adviser and Financial Adviser) James Spinney / James Dance / Abigail Wennington Tel: +44 (0) 207 409 3494
BlytheRay (Financial PR) Tim Blythe / Megan Ray Tel: +44(0) 20 7138 3204 Email: tungstenwest@blytheray.com Hannam & Partners (Broker) Andrew Chubb / Matt Hasson / Jay Ashfield Tel: +44 (0)20 7907 8500
Further information on Tungsten West Limited can be found at www.tungstenwest.com
Overview of Tungsten West
Tungsten West is the owner and operator of the Hemerdon tungsten and tin mine, located near Plymouth in southern Devon, England. Hemerdon hosts one of the world's largest tungsten resources, with a JORC (2012) compliant Mineral Resource Estimate of approximately 323.8 million tonnes at a grade of 0.12 per cent WO₃.
The Company acquired the mine through a receivership process in 2019 following the cessation of production by the previous operator, Wolf Minerals, in 2018. During its period of ownership, Wolf Minerals invested in excess of £170 million in the development of the site, including substantial infrastructure and processing facilities.
Wolf Minerals produced tungsten and tin at Hemerdon between 2015 and 2018, before subsequently entering administration and placing the mine into receivership due to a number of operational and structural issues, which Tungsten West has since identified and addressed.
Consolidated Income Statement
Unaudited Six months to 30-Sep-25
Unaudited Six months to 30-Sep-24
Audited Year ended 31-Mar-25
Note
£
£
£
Revenue
-
-
-
Cost of sales
(1,161,070)
(1,137,426)
(1,244,174)
Gross loss
(1,161,070)
(1,137,426)
(1,244,174)
Administrativeexpenses
(2,625,047)
(4,291,391)
(8,268,993)
Other operating income
-
1,800
6,235
Other gains/(losses)
-
-
(6,432,801)
Operating loss
4
(3,786,117)
(5,427,017)
(15,939,733)
Finance income
370,245
269,257
579,880
Finance costs
(36,986,381)
(8,766,277)
(6,816,977)
Net finance cost
(36,616,136)
(8,497,020)
(6,237,097)
Loss before tax
(40,402,253)
(13,924,037)
(22,176,830)
Income tax credit
-
-
264,572
Loss for the Period
(40,402,253)
(13,924,037)
(21,912,258)
Loss attributable to:
Owners of the Company
(40,402,253)
(13,924,037)
(21,912,258)
Unaudited
Unaudited
Audited
£
£
£
Basic and diluted loss per share
11
(0.214)
(0.074)
(0.120)
There were no items of other comprehensive income in any period presented.
Consolidated Statement of Financial Position
UnauditedSix months to 30-Sep-25 Note£
UnauditedSix months to 30-Sep-24 £
Audited Year ended 31-Mar-25 £
Non-current assets
Property, plant and equipment
5
9,328,178
19,080,121
9,455,736
Right-of-use assets
6
1,928,301
1,781,187
1,984,419
Intangible assets
7
4,949,621
5,022,067
4,984,614
Deferred tax assets
1,368,014
1,390,346
1,368,014
Escrow funds receivable
8
13,602,937
11,329,495
13,237,420
31,177,051
38,603,216
31,030,203
Current assets
Trade and other receivables
3,140,727
3,350,737
2,986,872
Inventories
29,850
29,850
29,850
Cash and cash equivalents
996,281
43,357
18,442
4,166,858
3,423,944
3,035,164
Total assets
35,343,909
42,027,160
34,065,367
Equity and liabilities
Equity
Share capital
12
1,887,313
1,887,313
1,887,313
Share premium
51,949,078
51,949,078
51,949,078
Share option reserve
321,740
219,413
319,526
Retained earnings
(95,078,578)
(46,688,104)
(54,676,325)
Equity attributable to the owners of the parent
(40,920,447)
7,367,700
(520,408)
Non-current liabilities
Loans and borrowings
10
1,861,683
1,806,049
1,870,366
Provisions
9
4,148,508
5,299,502
4,006,771
Deferred tax liabilities
1,368,014
1,390,346
1,368,014
7,378,205
8,495,897
7,245,151
Current liabilities
Trade and other payables
2,149,908
3,038,618
2,570,049
Loans and borrowings
10
66,736,243
23,124,945
24,770,575
68,886,151
26,163,563
27,340,624
Total liabilities
76,264,356
34,659,460
34,585,775
Total equity and liabilities
35,343,909
42,027,160
34,065,367
Consolidated Statement of Changes in Equity
Share capital
Share premium
Share option reserve
Retained earnings
Total
£
£
£
£
£
Unaudited
At 1 April 2024
1,870,741
51,949,078
256,278
(32,764,067)
21,312,030
Loss for the period
-
-
-
(13,924,037)
(13,924,037)
New shares subscribed
16,572
-
-
-
16,572
Forfeiture of share options
-
-
(46,573)
-
(46,573)
Share options charge
-
-
9,708
-
9,708
At 30 September 2024
1,887,313
51,949,078
219,413
(46,688,104)
7,367,700
Audited
At 1 April 2024
1,870,741
51,949,078
256,278
(32,764,067)
21,312,030
Loss for the year
-
-
-
(21,912,258)
(21,912,258)
New shares subscribed
16,572
-
-
-
16,572
Share options charge
-
-
63,248
-
63,248
At 31 March 2025
1,887,313
51,949,078
319,526
(54,676,325)
(520,408)
Unaudited
At 1 April 2025
1,887,313
51,949,078
319,526
(54,676,325)
(520,408)
Loss for the period
-
-
-
(40,402,253)
(40,402,253)
Share options charge
-
-
2,214
-
2,214
At 30 September 2025
1,887,313
51,949,078
321,740
(95,078,578)
(40,920,447)
Consolidated Statement of Cash Flows
Unaudited
Unaudited
Audited
30-Sep
30-Sep
31-Mar
Note
2025 £
2024 £
2025 £
Cash flows from operating activities
Loss for the period
(40,402,253)
(13,924,037)
(21,912,258)
Adjustments to cash flows from non-cash items
Depreciation and amortisation
5,6
218,669
332,743
470,036
Loss on disposal of tangible asset
-
-
5,181
Impairment of asset under construction
5
-
-
9,506,522
Fair value gains on escrow account
-
-
(1,602,739)
Fair value gains/(losses) on restoration provision
-
-
(1,470,982)
Finance income
(377,472)
(269,257)
(579,880)
Finance costs
37,128,118
8,766,277
6,816,977
Share based payment transactions
-
(36,865)
63,248
Impact of foreign exchange
7,227
(7,453)
(12,734)
Income tax credit
-
-
(264,572)
(3,425,711)
(5,138,592)
(8,981,201)
Working capital adjustments
Decrease in trade and other receivables
(148,183)
(540,843)
(176,981)
(Decrease)/increase in trade and other payables
(565,335)
1,283,718
1,079,720
Net cash outflow from operating activities
(4,139,229)
(4,395,717)
(8,078,462)
Cash flows from investing activities Interest received
4,728
(1,088)
4,350
Acquisitions of property plant and equipment
-
-
(19,885)
Acquisitions of intangibles
-
(750)
(750)
Net cash inflow/(outflow) from investing activities
4,728
(1,838)
(16,285)
Cash flows from financing activities
Interest paid
(44,808)
(938)
(5,766)
Proceeds from the issue of Ordinary Shares, net of issue costs
-
16,572
16,572
Proceeds from convertible debt
5,205,000
2,901,000
6,751,000
Payments to hire purchase
(742)
(14,757)
(31,873)
Payment of lease liabilities
(47,110)
(42,500)
(198,279)
Net cash inflow from financing activities
5,112,340
2,859,377
6,531,654
Net increase/(decrease) in cash and cash equivalents
977,839
(1,538,178)
(1,563,093)
Opening cash and cash equivalents
18,442
1,581,535
1,581,535
Closing cash and cash equivalents
996,281
43,357
18,442
Notes to the interim accounts
1. Basis of Preparation
These unaudited condensed consolidated interim accounts have been prepared in accordance with the recognition and measurement principles of International Accounting Standards as adopted in the United Kingdom ("UK-adopted IAS") using the accounting policies that are expected to apply in the Company's next annual report.
The accounting policies applied are consistent with those disclosed in the Company's last statutory financial statements.
The interim accounts are in compliance with IAS 34, Interim Financial Reporting.
The interim accounts do not comprise the Company's statutory accounts. The information for the year ended 31 March 2025 is not the Company's statutory accounts. The Company's financial statements for that year have been filed with the registrar of companies. The independent auditor's report on those financial statements was unqualified but drew attention to a material uncertainty relating to going concern. The independent auditor's report did not contain statements under s498(2) or s498(3) of the Companies Act 2006.
2. Going concern
The Group is still in the pre-production phase of operations and meets its day-to-day working capital requirements by utilising cash reserves from investment made in the Group. Over the last year, the company has raised funds from issues of CLNs and the bridging loan, supplemented by revenue from non-recurring sales events. The Group previously notified CLN holders of multiple defaults of on the terms of the CLN agreement. A waiver has been agreed in respect of all defaults and remains in place until 31 December 2025. The company has reached an agreement for all CLN holders to convert their notes into equity, subject to shareholder approval for the issue of a new class of non-voting shares.
At the Period end, the Group had £1.0 million in cash reserves and £0.4 million at the end of November 2025. During December, the Group agreed to a £4.0 million bridging loan. If the Group did not receive the latest funding, cash reserves were forecasted to be exhausted during December 2025. The company expects funds from the bridging loan to be sufficient until the development project is fully financed in Q1 2026.
The Group continues to require additional funding to complete the MPF rebuild and is in active discussions with potential financing partners to secure the required capital.
These conditions indicate the existence of a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Nevertheless, the Board considers it appropriate to prepare the financial statements on a going concern basis, having regard to the funding arrangements in place and the ongoing discussions with financing partners.
3. Asset and liabilities held at fair value Escrow funds
These funds are held with a third party to be released to the Group as it settles its obligation to restore the mining site once operations cease. The debtor has been discounted to present value assuming the funds will be receivable in 28 years' time, which assumes one year of set up and a 28-year useful life of mining operations. The key assumptions that would lead to significant changes in the escrow account fair value are the discount rate and the useful life of the mine.
Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are measured at the Directors' best estimate of the expenditure required to settle the obligation at the reporting date and are discounted to present value where the effect is material. This includes a provision for the obligation to restore the mining site once mining ceases.
The restoration provision is the contractual obligation to restore the mining site back to its original state once mining ceases. The provision is equal to the expected outflows that will be incurred at the end of the mine's useful life discounted to present value. As the restoration work will predominantly be completed at the end of the mine's useful life, these calculations are subject to a high degree of estimation uncertainty. The key assumptions that would lead to significant changes in the provision are the discount rate, useful life of the mine and the estimate of the restoration costs.
Convertible loan notes
Convertible loan notes issued by the group have been assessed as a host liability contract with the conversion option meeting the recognition criteria for an embedded derivative financial liability. The group has taken the option available under IFRS to designate the entire instrument at fair value through profit and loss. The instrument is initially recognised at transaction price net of directly attributable costs incurred. The instrument is remeasured to fair value at each reporting point with the resulting gain or loss recognised in profit and loss.
Under the terms of the convertible loan notes, if the Group breaches the terms of the agreement or an exit event occurs, the initial capital can be called in for repayment at a premium of 100%. As Management judge this unlikely and it has been factored into the fair valuation of the instrument at period end. Were this clause to be enacted, the capital repayment due, on loan notes drawn to Period end, would be increased from £22 million to £44 million.
Notes to the interim accounts (continued)
4. Operating loss
Operating loss is stated after the following:
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September
30 September
31 March
2025
2024
2025
£
£
£
Depreciation of property, plant and equipment
127,558
180,977
318,725
Depreciation of right of use assets
56,118
114,397
76,489
Loss on disposal of tangible fixed assets
-
5,181
5,181
Impairments of assets under construction and deposits
-
-
9,506,522
Amortisation of intangibles
34,993
37,369
74,822
Staff costs
1,148,466
1,181,481
2,481,436
Notes to the interim accounts (continued)
5. Property, plant and equipment
Land and buildings £
Furniture, fittings and equipment £
Computer equipment £
Motor vehicles £
Other property, plant and equipment £
Asset under construction £
Total £
Unaudited
Cost or valuation
At 1 April 2025
5,189,361
114,762
288,885
141,500
251,181
16,430,917
22,416,606
Additions
-
-
-
-
-
-
-
Disposals
-
-
-
-
-
-
-
At 30 September 2025
5,189,361
114,762
288,885
141,500
251,181
16,430,917
22,416,606
Depreciation
At 1 April 2025
550,545
58,249
254,653
128,825
195,206
11,773,392
12,960,870
Charge for Period
67,603
11,375
22,634
11,699
14,247
-
127,558
At 30 September 2025
618,148
69,624
277,287
140,524
209,453
11,773,392
13,088,428
Unaudited
Cost or valuation
At 1 April 2024
5,189,361
114,762
312,363
141,500
251,181
16,411,032
22,420,199
Additions
-
-
-
-
-
-
-
Disposals
-
-
(23,478)
-
-
-
(23,478)
At 30 September 2024
5,189,361
114,762
288,885
141,500
251,181
16,411,032
22,396,721
Depreciation
At 1 April 2024
445,117
35,298
183,574
82,130
140,931
2,266,870
3,153,920
Charge for Period
67,602
10,481
51,673
23,349
27,872
-
180,977
Disposal
-
-
(18,297)
-
-
-
(18,297)
At 30 September 2024
512,719
45,779
216,950
105,479
168,803
2,266,870
3,316,600
Audited
Cost or valuation
At 1 April 2024
5,189,361
114,762
312,363
141,500
251,181
16,411,032
22,420,199
Additions
-
-
-
-
-
19,885
19,885
Disposal
-
-
(23,478)
-
-
-
(23,478)
At 31 March 2025
5,189,361
114,762
288,885
141,500
251,181
16,430,917
22,416,606
Depreciation
At 1 April 2024
445,117
35,298
183,574
82,130
140,931
2,266,870
3,153,920
Charge for the year
105,428
22,951
89,376
46,695
54,275
-
318,725
Disposal
-
-
(18,297)
-
-
-
(18,297)
Impairment
-
-
-
-
-
9,506,522
9,506,522
At 31 March 2025
550,545
58,249
254,653
128,825
195,206
11,773,392
12,960,870
Carrying amount
At 30 September 2025
4,571,213
45,138
11,598
976
41,728
4,657,525
9,328,178
At 30 September 2024
4,676,642
68,983
71,935
36,021
82,378
14,144,162
19,080,121
At 31 March 2025
4,638,816
56,513
34,232
12,675
55,975
4,657,525
9,455,736
Notes to the interim accounts (continued)
6. Right-of-use asset
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September
30 September
31 March
2025
2024
2025
Opening net book value
£ 1,984,419
£ 1,895,584
£ 1,895,584
Additions
-
-
165,324
Depreciation
(56,118)
(114,397)
(76,489)
Closing net book value
1,928,301
1,781,187
1,984,419
7. Intangible assets (net book value)
UnauditedSix months to
UnauditedSix months to
AuditedYear ended
30 September 2025
30 September 2024
31 March 2025
Goodwill
£ 1,075,520
£ 1,075,520
£1,075,520
Mining rights
3,844,333
3,844,333
3,844,333
Software
29,768
102,214
64,761
Closing net book value
4,949,621
5,022,067
4,984,614
8. Escrow Funds
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September
30 September
31 March
2025
2024
2025
Carrying amount
£ 13,602,937
£ 11,329,495
£ £13,237,420
The funds held in escrow with a third party will be released back to the Company on the cessation of mining once restoration works have been completed. The amounts have been discounted to present value over the expected useful life of the mine. During the Period, there was no change in the discount rate (30 September 2024: 4.4%) (31 March 2025: 5.2%) resulting in a gain of £Nil in the six months to September 2025 (30 September 2024: £0.2 million gain) (31 March 2025: £1.6 million gain). The actual funds held in escrow at the Period end were £14,676,378 (30 September 2024: £14,067,911) (31 March 2025: £14,633,857).
Notes to the interim accounts (continued)
9. Provisions
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
Restorationprovision
30 September
30 September
31 March
2025
2024
2025
£
£
£
Carrying amount brought forward
4,006,771
5,137,646
5,137,646
Change in inflation and discount rate
-
-
(1,470,982)
Unwinding of discount
141,737
161,856
340,107
Closing net book value
4,148,508
5,299,502
4,006,771
This provision is for the obligation to restore the mine to its original state once mining operations cease, discounted back to present value based on the estimated life of the mine. Prior to discounting, the Directors estimate the provision at current costs to be £13.2 million (30 September 2024: £13.2 million) (31 March 2025: £13.2 million).
The provision has been discounted using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. The ultimate costs to restore the mine are uncertain, and cost estimates can vary in response to many factors, including estimates of the extent and costs of rehabilitation activities, technological changes, regulatory changes, cost increases as compared to the inflation rates and changes in discount rates.
Management has considered these risks and used a discount rate of 7.2% (30 September 2024: 6.4%) (31 March 2025: 7.0%), an inflation rate of 2% to 7.5% over the life of the Project (30 September 2024: 2% to 7.5%) (31 March 2025: 2% to 7.5%) and an estimated mining period of 27 years (30 September 2024: 27 years) (31 March 2025: 27 years).
10. Borrowings
Borrowings comprised:
Unaudited Six months to 30 September
UnauditedSix months to 30 September
AuditedYear ended 31 March
2025
2024
2025
£
£
£
Current
Lease liabilities
100,051
103,031
87,475
Convertible debt
66,636,192
23,021,914
24,683,100
66,736,243
23,124,945
24,770,575
Non-current
Lease liabilities
1,861,683
1,806,049
1,870,366
The Group issued convertible loan notes in two tranches as follows:
£0.920 million of Tranche G Part B notes
On 04 July 2025 £4.285 the Company issued a further tranche of the CLN - £4.285 million of Tranche H notes
IFRS 13 requires the provision of information about how the Company establishes the fair values of financial instruments. Valuation techniques are divided into three levels based on the quality of inputs:
· Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
· Level 2 inputs are inputs other than quoted prices included in level 1 that are observable, directly or indirectly.
· Level 3 inputs are unobservable.
Notes to the interim accounts (continued)
10. Borrowings (continued)
Fair value of financial assets and financial liabilities that are measured at fair value on a recurring basis.
The group's Escrow funds receivable is measured at fair value of £13,602,937 (September 2024: £11,329,495) (March 2025: £13,237,420). These are classified as level 3. They are valued based on discounted cash-flows. A number of inputs such as the risk-free rate are observable inputs but there are also significant unobservable inputs such as the expected interest yield.
The Group's convertible loan notes are measured at fair value of £66,636,192 (September 2024: £23,021,914) (March 2025: £24,683,100). These are classified as level 3. They are valued based on a scenario pricing model. A number of inputs, such as the market value of shares, are observable inputs but there are also significant unobservable inputs such as the discount rate and the probabilities assessed for each scenario.
Interest on the convertible loan notes in the form of payment in kind notes (PIK notes) is 20%. The final termination date of the convertible loan notes is 31 December 2025. The normal conversion price of the loan notes is £0.03 per share however under an equity raise (excluding equity raised to certain qualifying shareholders, on a normal conversion of the loan notes or on an issue of shares in relation to warrants and share options) the conversion price is equal to the issue price on the equity raise less a discount of 50%.
Under the terms of the convertible loan notes, if the Company breaches the terms of the agreement or an exit event occurs, the initial capital can be called in for repayment at a premium of 100%.
The Company was at Period end and remains in breach of the terms of the CLN Agreement. In each case the Note Holders have placed a waiver until 31/12 such that the Company was not in breach of the Agreement.
11. Basic and diluted loss per share
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September 2025
30 September 2024
31 March 2025
£
£
£
Loss for the year
(40,402,253)
(13,924,037)
(21,912,258)
Number
Number
Number
Weighted average number of ordinary shares in issue
188,731,307
188,266,298
188,495,213
Basic and diluted loss per share
(0.214)
(0.074)
(0.120)
The diluted loss per share calculations excludes the effects of share options, warrants and convertible debt on the basis that such future potential share transactions are anti-dilutive.
Were the Company's options and warrants to be converted, a potential further 17,305,284 ordinary shares of between £0.01 to £0.60 would be issued. Information on share options and warrants is disclosed in Note 13. This figure excludes the conversion of any CLN's in Note 10.
There were no shares issued subsequent to the end of the interim period.
Notes to the interim accounts (continued)
12. Share capital
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September 2025
30 September 2024
31 March 2025
Nominal value
£
£
£
Ordinary Shares of £0.01 each
1,887,313
1,887,313
1,887,313
Number of shares allotted
188,731,307
188,731,307
188,731,307
13. Share options and warrants
Founder share incentives
The founder shareholders have a right to receive shares at a nominal value once certain milestones are met.
The movements in the number of incentives during the year were as follows:
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September 2025
30 September 2024
31 March 2025
Outstanding at beginning of Period
16,571,952
18,229,148
18,229,148
Exercised during the year
-
(1,657,196)
(1,657,196)
Outstanding at end of Period
16,571,952
16,571,952
16,571,952
The founder options meet the definition of equity in the financial statements of the Company on the basis that the 'fixed for fixed' condition is met. No consideration was received for the founder options at grant date, therefore no accounting for the issue of the equity instruments is required under IFRS. On exercise, the shares are recognised at the fair value of consideration received, being the option price of £0.01.
Share Options - Employees
EMI and ESOP
Share options have been issued to key employees as an incentive to stay with the Company. These options can be exercised within one and ten years following the grant date once the option has vested.
The movement on the number of share options issued by the Company during each period presented was as follows:
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September 2025
30 September 2024
31 March 2025
Outstanding at beginning of Period
400,002
400,002
400,002
Outstanding at end of Period
400,002
400,002
400,002
The exercise price of share options outstanding is £0.45 (30 September 2024: £0.45) (31 March 2025: £0.45) and their remaining estimated time to vesting was 18 months (30 September 2024: 15 months) (31 March 2025: 24 months).
Notes to the interim accounts (continued)
13. Share options and warrants (continued)
CSOP share options
Share options have been issued to key employees as an incentive to stay with the Company. These options can be exercised within three and ten years following the grant date once the option has vested.
Unaudited
Unaudited
Audited
Six months to
Six months to
Year ended
30 September 2025
30 September 2024
31 March 2025
Outstanding at beginning of Period
333,330
333,330
333,330
Outstanding at end of Period
333,330
333,330
333,330
The exercise price of share options outstanding at 30 September 2025 was £0.275 and their remaining time to vesting was nil.
The exercise price of share options outstanding at 31 March 2025 was £0.275 and their remaining time to vesting was 6 months (30 September 2024: 1 year and 6 months).
14. Commitments
Capital commitments
As at 30 September 2025, the Group had contracted to purchase property, plant and machinery amounting to £1,178,774 (30 September 2024: £1,746,455) (31 March 2025: £1,178,774) An amount of £123,320 (30 September 2024: £Nil) (31 March 2025: £123,320) is contingent on the commencement of mining operations.
Other financial commitments
The total amount of other financial commitments not provided in the financial statements was
£7,329,000 (30 September 2024: £8,329,000) (31 March 2025: £8,329,000) payable on the commencement of mining operations and represented contractual amounts due to the mining contractor and further committed payments to the funds held in the escrow account under the escrow agreement.
Included within other financial commitments is £2,000,000 (30 September 2024: £3,000,000) (31 March 2025: £3,000,000) which is considered to be payable annually.
As at 30 September 2025, the Company may be liable for payment of any withholding tax arising on convertible loan notes. On the basis that it considers the likelihood of a withholding tax liability arising as unlikely, no provision has been made in the financial statements. Based on interest accrued to the year end were the liability to arise, the Company's estimate of the contingent liability is £1,200,000 (31 March 2025: £1,000,000).
The Group had an obligation to dispose of waste materials found onsite. It is the intention of management to dispose of the waste through the onsite Mine Waste Facility. If external disposal is required the Company would incur third party disposal fees estimated at £700,000 (2024: £700,000). As third party costs were not deemed probable no provision is included in the financial statements but are considered to represent a contingent liability at the year end.
A contingent liability of £746,933 relating to the successful appeal of business rates, may be liable for payment due to the appellant disputing the outcome. The hearing is currently scheduled for Q1 2026. While we remain confident that the outcome will not be overturned this remains a contingent liability.
15. Events after the end of the interim reporting period
• The Company successfully completed a safe and highly encouraging processing trial, demonstrating strong performance across key sections of the mineral processing facility. The trial produced over 1,400 MTU of WO₃ in concentrate, with grades exceeding target levels.
• The Company entered into an EPC agreement relating to the new build crushing, screening and ore sorter facility, representing a key milestone in preparation for the restart of operations
• Phil Povey was appointed Chief Financial Officer and Director of the Company.
• A £4.0 million Bridge Facility was agreed with strategic investors, a portion of which has already been deployed to advance key engineering works and secure long-lead items required for the restart of production.
• The Company entered a binding agreement for full conversion of the CLNs, subject to shareholder approval. The Board considers this a significant step forward in the Company's project financing strategy.
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