Tungsten West Grants Long-Term Incentive Share Options to Directors Amid Hemerdon Mine Restart Progress

Overview of Tungsten West and the Hemerdon Project Driving LTIP Awards

Tungsten West plc, listed on AIM, is dedicated to restarting production at the Hemerdon tungsten and tin mine in Devon, UK. Hemerdon is a strategically important asset as the only primary tungsten mine in Europe and among the few tin producers on the continent. Both metals are critical raw materials with rising demand in aerospace, defence, electronics, and renewable energy sectors. The company’s business model focuses on developing and operating Hemerdon to supply these commodities globally, supporting supply chain diversification and reducing European reliance on non-European sources.

The timing of the LTIP awards coincides with a pivotal stage in Tungsten West’s development. By granting performance-based options to executive and non-executive directors, the company demonstrates confidence in advancing Hemerdon towards commercial production. The awards aim to attract, retain, and motivate senior management responsible for achieving operational and commercial milestones critical to restarting the mine. The performance-linked structure ensures shareholder value is created through tangible production and operational success rather than solely through share price movements.

Shareholder Approval and LTIP Rollout Completed in Early 2026

The LTIP was approved by Tungsten West shareholders at General Meetings on 30 January and 26 February 2026. Supporting circulars published on 14 January and 9 February 2026 outlined the plan’s governance, rationale, and framework. This approval process adhered to corporate governance standards, allowing shareholders to evaluate dilution risks and vesting terms before board implementation. Following endorsement, the board executed the LTIP consistent with shareholder disclosures, maintaining transparency and compliance with AIM and UK governance rules.

The two-stage approval suggests shareholder engagement requiring clarifications or amendments after the initial meeting. This iterative process reflects the company’s responsiveness to investor feedback. By the 21 July 2026 grant date, the LTIP was fully sanctioned and ready for execution, providing a robust legal and shareholder-approved foundation for the director awards.

Major Option Grants to CEO Jeffery Court and Financial Leadership

CEO Jeffery Court received the largest LTIP award: 75,651,737 options over ordinary shares of 1p each. Of these, 60,521,388 options are exercisable at 3p, representing base-case performance, while 15,130,349 options at 18p correspond to stretch targets requiring performance significantly exceeding baseline business plans. This tiered pricing incentivizes the CEO to exceed standard operational goals.

CFO Philip Povey was granted 37,825,868 options, including 30,260,695 exercisable at 3p and 7,565,173 at 18p, with around 20% subject to stretch performance criteria. Non-Executive Chairman Stephen Harrison received 30,260,695 options all at 3p, reflecting his non-executive status and narrower performance requirements. All options, identified by code GB00BP6QM557, were granted on 21 July 2026 outside a trading venue.

Performance Conditions and Milestones Governing Vesting

All director awards are contingent on achieving key commercial production milestones and operational KPIs rather than traditional financial metrics alone. Approximately 20% of CEO and CFO options are linked to stretch targets that significantly surpass the Group’s base business assumptions. The Remuneration Committee oversees performance assessments to ensure objective evaluation against pre-defined criteria.

Focusing on operational milestones—such as regulatory approvals, mine restart completion, ramp-up to target capacity, and efficiency—aligns incentives with the company’s development phase priorities. Stretch targets at the 18p exercise price motivate executives to deliver performance beyond baseline plans, potentially enhancing shareholder returns.

Exercise Prices and Vesting Terms: 3p and 18p Thresholds

The LTIP features two exercise prices: 3p for base-case performance and 18p for stretch achievements, the latter granted only to CEO and CFO. This dual pricing differentiates standard versus exceptional outcomes without separate vesting events. Options expire 15 years after grant (21 July 2041) unless earlier forfeited. Acceleration clauses apply upon change of control, protecting directors’ interests during acquisitions or restructurings.

Regulatory Disclosures and Compliance by Tungsten West

The announcement complies with Market Abuse Regulation (MAR) and UK financial conduct rules, identifying all three directors as persons discharging managerial responsibilities (PDMRs). Detailed transaction data, including instrument descriptions, codes, exercise prices, volumes, and dates, were disclosed as initial notifications. Tungsten West’s LEI is 213800QNV72HX3JAFC56. Filing via the Regulatory News Service (RNS) ensures equal investor access and market transparency.

This regulatory transparency allows investors to assess dilution impact, cost basis, and incentive structures objectively. The company’s adherence to AIM and UK governance standards is evident in the comprehensive disclosure.

Shareholder Dilution and Capital Structure Impact

The combined 143,738,300 options granted to directors represent potential dilution to existing shareholders. Although the company has not disclosed current share capital or dilution percentages, investors can estimate impact by comparing total options to outstanding shares. Actual dilution depends on performance-based vesting outcomes; failure to meet stretch targets would reduce dilution by excluding 18p options.

Shareholder approval at the January and February 2026 meetings provided opportunity to evaluate and limit dilution risks. Exercise prices at 3p and 18p indicate the share price range at grant, preserving upside potential if operational milestones are met.

Strategic Alignment of Executive Pay with Hemerdon Project Execution

The LTIP’s performance conditions strategically link executive remuneration to Tungsten West’s core objective: successfully restarting and operating the Hemerdon mine. Unlike traditional metrics such as EPS or ROE, the plan focuses on operational and commercial milestones critical to production. This alignment incentivizes the CEO, CFO, and Non-Executive Chairman to prioritize activities that drive shareholder value through project execution.

For a development-stage miner, operational progress is paramount over near-term financial results. Vesting tied to production milestones, regulatory approvals, and efficiency targets reflects industry realities. Stretch targets at 18p exercise prices further motivate executives to exceed baseline plans, potentially unlocking significant shareholder returns. This structure appeals to long-term investors confident in Hemerdon’s development.

Change of Control Provisions Protect Executive Interests

The option agreements include acceleration of vesting upon change of control, safeguarding executives if Tungsten West is acquired or restructured before vesting completion. This standard UK LTIP feature prevents forfeiture of unvested awards during ownership changes and signals to potential acquirers that executive incentives must be addressed.

From a shareholder viewpoint, these provisions balance protection for executives with transparency for investors. The specifics of acceleration—full, partial, or performance-based—are detailed in individual agreements. Shareholders seeking further information should consult the company or review disclosures when available.

Market Context: Tungsten and Tin Supply Supporting Long-Term Value

Tungsten West’s Hemerdon project addresses critical supply chain risks for tungsten and tin in Europe. Both metals are vital for aerospace, defence, electronics, and renewable energy, with demand rising due to expanding wind energy and global defence spending. Europe’s dependence on imports underscores Hemerdon’s strategic importance for supply security and infrastructure resilience.

This market backdrop supports the rationale for performance-based executive incentives tied to production milestones. Successful mine restart contributes to European raw material security and shareholder value. UK government and regulatory support for critical mineral projects further reinforces the strategic value of Hemerdon and the LTIP’s design.