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REG - Tungsten West PLC - Results for the six months ended 30 September 2025

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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 (http://www.tungstenwest.com/) .
(http://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                                                              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

 Phil Povey

 Tel: +44 (0) 1752 278500

 BlytheRay

 (Financial PR)

 Tim Blythe / Megan Ray

 Tel: +44(0) 20 7138 3204

 Email:  tungstenwest@blytheray.com (mailto: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 (http://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         Unaudited         Audited

                  Six months to     Six months to     Year ended

                  30-Sep-25         30-Sep-24         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)
   Administrative expenses                 (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)
                                                 Audited

             Unaudited         Unaudited
             £                 £                 £
   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

 

 Unaudited Six months to 30-Sep-25                                                             Unaudited Six months to 30-Sep-24     Audited

 Note                                £                                                         £                                     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                            (40,920,447)                                 7,367,700                  (520,408)

 parent

 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

                              Share          Share premium       option        Retained earnings

                              capital                            reserve                               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
                                                                        2025                       2024             2025

                                                                 Note   £                          £                £
 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                                                              (1,088)

 Interest received                                                      4,728                                       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     Furniture, fittings and equipment  Computer equipment  Motor      Other property, plant and equipment  Asset under construction  Total

buildings
£
£
vehicles
£
£
£

£
£
 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)
                         Unaudited Six months to     Unaudited Six months to        Audited Year ended
                         30 September                30 September                   31 March

                         2025                        2024                           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         £                           £ 11,329,495                   £

                         13,602,937                                                 £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
 Restoration provision                  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                      Unaudited Six months to    Audited Year ended

                    Six months to 30 September     30 September               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                 30 September              31 March

                                                      2025                     2024                          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
                                                      (0.214)                  (0.074)

 Basic and diluted loss per share                                                                            (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     30 September     31 March

                            2025             2024             2025
 Nominal value              £                £                £
 Ordinary Shares of £0.01   1,887,313        1,887,313        1,887,313

 each

 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     30 September     31 March

                                     2025             2024             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                            30 September     31 March

                                     2025                                    2024             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       30 September     31 March

                                     2025               2024             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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