Bridge Loan, Project Financing & CLN Update
Summary by AI BETAClose X
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
Jeff Court
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
(Financial Adviser and Broker)
Andrew Chubb / Matt Hasson / Jay Ashfield
+44 (0)20 7907 8500
|
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