REG - Tungsten West PLC - Bridge Loan, Project Financing & CLN Update

Tungsten WestAnnouncement

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RNS Number : 7410K  Tungsten West PLC  09 December 2025

THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR
FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF
AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF TUNGSTEN WEST PLC.

THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED BY THE COMPANY TO
CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION
(EU) NO. 596/2014 AS IT FORMS PART OF UK DOMESTIC LAW PURSUANT TO THE EUROPEAN
UNION (WITHDRAWAL) ACT 2018, AS AMENDED. UPON THE PUBLICATION OF THIS
ANNOUNCEMENT VIA A REGULATORY INFORMATION SERVICE, THIS INFORMATION IS
CONSIDERED TO BE IN THE PUBLIC DOMAIN.

9 December 2025

 

Tungsten West Plc

 

("Tungsten West" or the "Company")

 

Bridge Loan, Project Financing Update and Agreement re Convertible Loan Note
Conversion

 

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 announce that it has arranged a £4.0 million bridge
loan facility (the "Bridge Facility") from existing investors and has
conditionally agreed terms to allow for the full conversion of the 2023
Convertible Loan Notes (as amended and restated on 1 July 2025) (the "Notes")
("Conversion") with the same (or affiliated) parties, thereby enabling the
advancement of the overall construction funding package ("Project Financing").

 

Highlights

·      Project economics have improved significantly with current
tungsten market prices in excess of US$760 per metric tonne unit ("mtu"), well
above the US$400/mtu price used in the Company's Feasibility Study, due to
continued tightness of global supply and Chinese export restrictions.

·      The Company is advancing discussions with certain parties
regarding both the debt and equity elements of the Project Financing, which
the Company expects to complete in first quarter of 2026.

·      The £4.0 million Bridge Facility will provide sufficient working
capital to enable progress toward the conclusion of the debt and equity
elements of the Project Financing, in addition to expediting long lead items
and work packages for the recommencement of production at Hemerdon.  The
Bridge Facility is included in the previously announced US$93 million
(approximately £70 million) pre-production funding requirement to be replaced
with Project Financing when received.

·      The Company has also conditionally agreed terms to allow for the
full conversion of the Notes, which is a key condition to the conclusion of
Project Financing.

·      The Bridge Facility and proposed Conversion demonstrate continued
strong support from the Company's largest investors.

 

Jeff Court, CEO of Tungsten West, commented:

"Supply and demand remains tight in the tungsten market and this is reflected
in the current market price.  This further underlines the heightened need to
bring our world class tungsten asset at Hemerdon back into production as
quickly as possible.  Hemerdon is perfectly positioned to re-start production
in the short term and is well placed to supply western offtakers.  Finalising
the Project Financing and accelerating the project schedule is our primary
focus.

"The agreement on the Conversion of the Notes is a watershed moment for the
Company as it frees up our capital structure to conclude Project Financing and
advance the re-start of operations at Hemerdon. Additionally, the Bridge
Facility allows us to accelerate long lead items and work streams for the
Project commissioning whilst we conclude the Project Financing.

"I would like to extend our gratitude to our investors and noteholders that
have supported the Project to this advanced stage, and I look forward to
welcoming our noteholders as new or more significant shareholders in the
Company in the near future.

"I would also like to thank all of our stakeholders, employees and advisers in
the achievement of this important milestone."

 

Project Financing Update and Bridge Facility

The Company is advancing discussions with certain parties regarding both the
debt and equity funding required to recommence production at Hemerdon. Both
the debt and equity elements are expected to be contingent on the full
Conversion of the Notes, following which the Company believes it will be in a
position to conclude the Project Financing during Q1 2026. The Company is
confident of a successful outcome backed by strong tungsten and tin markets:

·      Tungsten spot prices now in excess of US$760/mtu, versus the
Company's Feasibility Study published on 5 August 2025 (the "Feasibility
Study"), which used US$400/mtu;

·      Analysts estimate (November 2025) an average base case tungsten
price in excess of US$650/mtu over the Project's 11-year primary mine life;
and

·      Tin spot prices are now in excess of US$40,000 per tonne ("t")
versus an assumed price of US$32,500/t in the Feasibility Study.

 

This commodity pricing backdrop provides significantly improved project
economics in addition to enabling an accelerated debt repayment schedule upon
starting production.  Current market pricing also further enhances the
attractiveness of the Hemerdon expansion projects (Hemerdon Futures), which
significantly improve Project economics and extend the operational life of
mine - potentially to over 40 years - as set out in the Company's announcement
of 30 May 2025.

Further announcements will be made in due course regarding Project Financing
developments.

Bridge Loan Facility

In order to provide sufficient working capital to secure the Project Financing
commitments and continue to progress the Project's development (e.g. detailing
design and long lead items), the Company has agreed a bridge loan facility of
up to an aggregate amount of £4.0 million from certain existing investors
(the "Bridge Facility"). This Bridge Facility is included in the US$93
million (approximately £70 million) pre-production cashflow funding
requirement as outlined in the Feasibility Study.

The Bridge Facility will be unsecured, accrue interest at 15% per annum, which
shall capitalise each month (increasing by 2% if the Company is in default),
and will be repayable upon the earlier of six months from the date of the
Bridge Facility and completion of any debt or equity raise greater than or
equal to the facility balance (which would include the Project Financing). Any
equity raise in an amount less than the facility balance shall be applied to
the facility balance by way of prepayment.  The Bridge Facility can be drawn
in two tranches, with £2 million being made immediately available and £2
million to be made available on 31 January 2026, subject to certain conditions
being fulfilled by the Company, including completion of the Conversion
process. Interest to 8 June 2026 will be payable on each tranche drawn,
regardless of the date of repayment.  The Bridge Facility is being provided
by the three largest noteholders (or affiliated entities), namely Lansdowne
Partners (UK) Ltd ("Lansdowne"), Drakewood Investments Limited ("Drakewood")
and Henry Maxey.

 

Conversion of the Notes and Takeover Code Considerations

As previously announced, Tungsten West has 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 note purchase agreement ("NPA"), with the
initial constitution of the NPA and Tranche A of the Notes being completed in
June 2023. Including the accrual of interest, the total amount outstanding
under the Notes, as at the final conversion date of 31 December 2025 ("Final
Termination Date"), will be £30.4 million.

Save as proposed below, on or about the Final Termination Date, the Notes will
convert into ordinary shares of 1 pence each in the capital of the Company
("Ordinary Shares") at deemed conversion price of 3 pence per share save where
such conversion is restricted under the terms of the NPA. The full Conversion
of the Notes at 3 pence per share will result in the issue of 1,013,563,519
Ordinary Shares.

Pursuant to Rule 9 of the City Code on Takeovers and Mergers (the "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% 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 Code.

Lansdowne

Lansdowne currently holds 16,666,666 Ordinary Shares, representing 8.8% of the
Company's current issued share capital. Lansdowne has £15.2 million
(including accrued interest) of the total amount due under the Notes
("Lansdowne Notes"). Following a full conversion of the Notes, this would
result in Lansdowne holding a maximum of approximately 43.5% of the Company's
enlarged voting rights, resulting in the requirement for Lansdowne to make an
equivalent offer to all other shareholders pursuant to Rule 9 of the Code.

Under the terms of the NPA, any conversion of the Notes that would result in
an obligation under Rule 9 of the Code is prohibited without written consent
from the relevant noteholder(s). Therefore, the Company is not able to convert
the Lansdowne Notes in full on the Final Termination Date and a waiver under
Rule 9 of the Code is not permissible in the circumstances.

Accordingly, the Company and Lansdowne have agreed to restrict the number of
Ordinary Shares issued to Lansdowne on Conversion, such that it holds a
maximum of 29.99% of the Company's voting rights and, subject to shareholder
approval, Lansdowne will be issued with a separate class of non-voting
'B-Shares' ("B-Shares") in respect of the balance due to it under the NPA.

The Drakewood Concert Party

Drakewood and Henry Maxey, along with certain other minority investors in the
Notes, are deemed to be acting in concert due to certain cross investments and
previous investments into the Company via the same vehicle (the "Drakewood
Concert Party"). The Drakewood Concert Party has, in aggregate, £10.3 million
(including accrued interest) of the total amount due under the Notes.
Following a full conversion of the Notes at 3 pence per share, this would
increase the Drakewood Concert Party's aggregate stake to in excess of 30% the
enlarged voting rights of the Company.

Accordingly, on the same basis as Lansdowne, the Company has agreed to issue
Drakewood and Henry Maxey with B-Shares in respect of any amounts that would
otherwise lead to a Rule 9 mandatory offer requirement on Conversion and
therefore be prohibited from issue under the NPA.

Proposed Issuance of B-Shares

The proposed B-Shares will represent a separate, non-voting class of shares in
the capital of the Company and the Company proposes to convene a general
meeting in due course 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 proposed key rights and restrictions of the B-Shares are as set out below:

·      The B-Shares would 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 carry no
rights to attend general meetings or vote on shareholder resolutions.

·      The B-Shares would be transferable but would not be listed or
admitted to any trading facility.

·      The B-Shares would 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 exceed the
Rule 9 limit in order to make a mandatory offer, should it so wish, as long as
full compliance with the provisions of the Code is ensured.

Additional B-Shares

The Company has agreed to issue additional B-Shares representing 10% of the
total number of Ordinary Shares that are due on full conversion ("Additional
B-Shares") to each of Lansdowne, Henry Maxey and Drakewood, in acknowledgment
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. ability to raise
debt and/or equity), and acting as a deterrent to potential third party
funders;

·      the loss of voting rights on the B-Shares to be issued in order
to solve for the Rule 9 issues highlighted above; and

·      the support being provided by these parties, by way of allowing
the Company to raise the interim Bridge Facility, in accordance with the NPA,
as well as providing the interim funding to enable the Company to convert the
Notes and progress the Project Financing.

Following the Conversion of the Notes and the ultimate conversion of all
B-Shares into new Ordinary Shares, ceteris paribus, the Company will have
1,285,143,956 Ordinary Shares in issue.

 

General Meeting and Timetable

Following the Company conditionally securing sufficient commitments in respect
of the equity element of the Project Financing, it will convene a general
meeting of shareholders to vote on the proposals, which will include the
resolutions required to issue new equity and the new B-Share class of capital
(the "General Meeting").

Given the timing of the General Meeting is dependent on securing the proposed
equity funding, where the timing is inherently uncertain and dependent on a
number of factors, the Company has agreed with each of Lansdowne, Drakewood
and Henry Maxey that, in the event the B-Shares cannot be issued on or about
the Final Termination Date, that they will partially delay conversion for an
interim period until shareholder approval for the issue of B-Shares is
forthcoming.

Further announcements will be made in due course as and when appropriate.

 

 

For further information, please contact:

 

Enquiries

 

 Tungsten West                                                              Strand Hanson

 Jeff Court                                                                 (Nominated Adviser and Financial Adviser)

 Tel: +44 (0) 1752 278500                                                   James Spinney / James Dance / Abigail Wennington

                                                                            Tel: +44 (0) 207 409 3494

 BlytheRay                                                                  Hannam & Partners

 (Financial PR)                                                             (Financial Adviser and Broker)

 Tim Blythe / Megan Ray                                                     Andrew Chubb / Matt Hasson / Jay Ashfield

 Tel: +44(0) 20 7138 3204                                                   +44 (0)20 7907 8500

 Email:  tungstenwest@blytheray.com (mailto:tungstenwest@blytheray.com)

 

 

Follow us on X @TungstenWest

 

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