Schedule One Update - Tungsten West Plc

RNS Number : 9965O

AIM

14 October 2021

ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES")

COMPANY NAME:

Tungsten West plc ("Tungsten West", or the "Company" or together with its subsidiaries, the "Group")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES):

Registered Office:

Shakespeare Martineau LLP

6th Floor

60 Gracechurch Street

London

United Kingdom

EC3V 0HR

Trading Address:

Hemerdon Mine

Drakelands

Plympton

Devon

PL7 5BS

COUNTRY OF INCORPORATION:

England and Wales

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

https://www.tungstenwest.com/

COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:

Tungsten West is the 100 per cent. owner and operator of the historical Hemerdon tungsten and tin mine located near Plymouth in southern Devon, England. Hemerdon represents the world's third largest tungsten mineral resource, with a JORC (2012) compliant Mineral Resource Estimate of approximately 325Mt at 0.12 per cent. WO₃. The Company acquired the Hemerdon Mine in 2019 out of a receivership process for £5.4 million.

The Company is raising funds on Admission to, inter alia, complete a planned capital expenditure programme and recommence production at the Hemerdon Mine. The planned works include several process plant upgrades, which are expected to significantly improve the efficiency of the plant, completion of certain improvement works previously initiated by the former operator and the full refurbishment of the existing plant structure. Tungsten West's business plan also includes selling the significant volumes of aggregates that are produced as a by-product from the primary mining operations at Hemerdon, which was historically treated as a waste product from operations.

Tungsten West has conditionally secured a project finance facility from Orion Resource Partners to provide the balance of the funding required to finance the capital expenditure and working capital required to recommence mining operations at the Hemerdon Mine.

The Group has also conditionally entered into offtake arrangements with Wolfram Bergbau and Hütten AG and Global Tungsten & Powders Corp for the sale of tungsten and with Afrimet Resources AG for the sale of tin.

The Company's main country of operation will be the United Kingdom.

DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares):

Number of new ordinary shares of £0.01 each ("Ordinary Shares") to be admitted: 101,060,200

Issue price per Ordinary Share: £0.60

No Ordinary Shares held as treasury shares

No restrictions on the transfer of Ordinary Shares

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital raised on Admission: £39.0 million

Anticipated market capitalisation: £106.2 million

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

55.91%

DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE OR WILL BE ADMITTED OR TRADED:

None

FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known):

Robert Norman Ashley, Independent Non-Executive Chairman

Mark Edward Thompson, Executive Vice-Chairman

Maximillian (Max) Campbell Denning, Chief Executive Officer

Anthony Nigel Widdowson, Chief Financial Officer

The Honourable Francis Patrick Harcourt Vanden-Bempde-Johnstone, Non-Executive Director

Richard (Rick) William Macfarlane Maxey, Non-Executive Director

Grace Elanor Stevens, Independent Non-Executive Director

David Connal Cather, Senior Independent Non-Executive Director

FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known):

	Before Admission		After Admission
Shareholder	No. of Ordinary Shares	Ordinary Shares as % of share capital	No. of Ordinary Shares	Ordinary Shares as % of share capital
Baker Steel Resources Trust Limited	7,869,319	10.35%	27,189,319	15.35%
Schroders Investments Management Ltd	-	-	16,666,666	9.41%
Lansdowne Partners (UK) LLP	-	-	16,666,666	9.41%
Henry Maxey*	11,411,393	15.01%	16,434,593	9.28%
Simon Nixon	11,111,110	14.62%	11,111,110	6.27%
David Lilley*	9,118,059	12.00%	9,118,059	5.15%
AXA Investment Managers UK Ltd	-	-	8,000,000	4.52%
Mark Denning	90,000	0.12%	7,818,000	4.42%
Orion Mine Finance	-	-	7,000,000	3.95%
Eden Rock**	5,811,110	7.65%	5,811,110	3.28%
Ian Hannam	1,659,444	2.06%	5,433,444	3.07%

Notes:

* - Ordinary Shares held through personal account and 40 per cent. of Godolphin Minerals Limited.

** - Ordinary Shares held through Corrado Nominees Limited.

*** - Ordinary Shares held through personal account and Carter-Denning Consultancy Limited.

**** - Ordinary Shares held through personal account and 50 per cent. of Rock Capital Partners Limited.

***** - Ordinary Shares held through personal account, MET Trading Limited, his spouse and 20 per cent. of Godolphin Minerals Limited.

NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES:

N/A

(i) ANTICIPATED ACCOUNTING REFERENCE DATE

(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information)

(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19:

(i) Anticipated accounting reference date: 31 March

(ii) Date to which the main financial information in the admission document has been prepared: 31 March 2021

(iii) Dates by which it must publish its first three reports pursuant to AIM Rules 18 and 19:

31 December 2021 - unaudited interim results for the six month period ended 30 September 2021

30 September 2022 - audited annual results for the year ended 31 March 2022

31 December 2022 - unaudited interim results for the six month period ended 30 September 2022

EXPECTED ADMISSION DATE:

21 October 2021

NAME AND ADDRESS OF NOMINATED ADVISER:

Strand Hanson Limited

26 Mount Row

London W1K 3SQ

NAME AND ADDRESS OF BROKER:

H & P Advisory Limited

Ground Floor 2, Park Street

London W1K 2HX

VSA Capital Limited

15 Eldon Street

London EC2M 7LD

OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:

The Admission Document, which will contain full details about the applicant and the admission of its securities, will be available on the Company's website https://www.tungstenwest.com/ from the date of Admission.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The Quoted Companies Alliance Corporate Governance Code

DATE OF NOTIFICATION:

14 October 2021

NEW/ UPDATE:

Update

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END

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Date	14 Oct 2021
Time	07:00:03
Category	Corporate updates
ID	9965O

Date	14 Oct 2021
Time	07:00:03
Category	Corporate updates
ID	9965O

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Schedule One Update - Tungsten West Plc