Book groups and Welsh millionaires played a major role in the financing of Amit Gupta’s debut film “Resistance,” a World War II drama starring Michael Sheen and Andrea Riseborough set in a hypothetical Nazi-occupied Britain.

The original 2007 novel by Welsh poet Owen Sheers is a popular read among book groups so, in their quest for backing, that’s where producers Richard Holmes and Amanda Faber turned to find a ready-made network of wealthy individuals.

They ended up raising 75% of their modest budget of under £2 million ($3.2 million) from 85 private investors, in sums ranging from $8,000 to $265,000. The rest came from the org Film Agency for Wales and the U.K. tax credit.

The film, in which the women of an isolated Welsh valley wake up to discover all their menfolk have disappeared overnight to join the Resistance, will be released Nov. 24 in the U.K. by Metrodome.

Holmes, whose credits include the low-budget hits “Waking Ned Devine” and “Shooting Fish,” describes the experience of financing a film this way as transformative.

Raising such a high proportion of cash put the producers in a rare position of strength to protect their stake in the film, secure talent and control the creative outcome.

The innovative fund-raising effort was led by Faber, a woman with no previous experience in making movies. A lawyer who has worked as a teacher, a trekking guide in the Himalayas and a BBC director and producer of factual shows, she also founded her own charity to educate street kids in Nepal and India.

She fell in love with Sheers’ novel and contacted Holmes, who had recently optioned the rights.

Holmes recalls, “I was arrogant and confident that I could set it up as a classic German/U.K. co-production, so I told her that if she could raise £400,000, I’d make her a co-executive producer. I never expected to hear from her again.”

When his other plans fell apart, Faber stepped in.

“She not only met her target but far exceeded it,” Holmes says. “I know how hard it is to raise money, and how long it takes. But having founded her own charity, and (having raised) millions over more than 10 years, she knew how to go about it.”

Faber says she put together a roadshow featuring the author, director and producer.

“It was done in a completely organic way,” Faber explains. “There was a lot of concentration on book groups, and (we turned to) Xenos, a network of business angels in Wales.”

The book’s publisher (to which Faber is connected by marriage) lent its offices for the first presentation.

“We invited friends and family, everyone I could think of,” Faber says.

They ended up doing 14 presentations over 10 months, in London banks, private houses in Wales, where the film is set, and in Cardiff’s famous Norwegian Church.

The project was structured under an EIS tax shelter, which meant only about half the capital was at risk. According to Faber, one woman making the minimum $8,000 investment said, “Well, if that’s the most I could lose, then it’s like two pairs of shoes and handbag for a premiere ticket,” which the producers then adopted as part of their pitch.

By accessing investors directly instead of via financial advisors, they kept the fund-raising costs down to a remarkably modest $32,000.

Faber’s legal training also came in handy, saving money on having to outsource the drafting of the contracts investors would sign.

The result: Holmes and Faber were in an exceptional position to control every aspect of the production, both financially and creatively, including the ability to cash-flow their own tax credit.

“Being able to say to agents that the money is in the bank and the film is starting in two months gives you access to a higher quality of talent,” Holmes says. “And I could be on the production all the time, instead of having to step away to deal with banks or investors. On ‘Waking Ned’ and ‘Shooting Fish,’ I spent a lot of time bursting into tears in various banks and offices.”

Paris-based Rezo will launch the film to foreign buyers at Berlin.

Meanwhile, Holmes and Faber are working with Isabella Georgeaux, a co-producer on “Resistance,” to develop and finance Gupta’s next project, an Indian restaurant comedy called “Jadoo,” and with investor David Larsen to set up a feature version of Rob Sprackling’s comic short “The Rise of the Appliances.”