Guardian Metal Rsrc. - Fundraising to Raise Approx US$21 Million

Guardian Metal Resources

23/07/2025 07:08

RNS Number : 2111S

Guardian Metal Resources PLC

23 July 2025

 

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL.

 

FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION. PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION WITHIN THE MEANING OF ARTICLE 7(1) OF THE ASSIMILATED REGULATION NO. 596/2016 AS IT FORMS PART OF THE LAW OF THE UNITED KINGDOM BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018, AS AMENDED.

 

For immediate release

 

23 July 2025

 

Guardian Metal Resources Plc

("Guardian Metal" or the "Company")

 

Equity Fundraising to Raise Approximately US$21.0 Million

 

Guardian Metal Resources plc, a strategic development and mineral exploration company focused on tungsten in Nevada, USA, which owns the co-flagship Pilot Mountain and Tempiute tungsten projects, is pleased to announce it has successfully raised approximately £15.6 million (approximately US$21.0 million) before expenses by way of direct subscriptions to the Company (the "Fundraising") via the issue of 25,945,000 new ordinary shares of £0.01 each in the Company ("Ordinary Shares") at a price per share of £0.60 per share (the "Fundraising Price").

 

The Fundraising is led by the Company's largest shareholder, UCAM Limited ("UCAM"), and includes participation from certain of the Company's other existing shareholders and other institutional investors. Upon completion of the Fundraising, UCAM's interest will increase to approximately 28.7% of the Company's issued share capital.

 

Highlights

·    The Company has raised approximately £15.6 million (approximately US$21.0 million) before expenses pursuant to the Fundraising.

·    The Fundraising Price represents a discount of 0.8 per cent. to the closing price of the Ordinary Shares on AIM on 22 July 2025, being the latest practicable date prior to the publication of this announcement.

·    The Fundraising will be effected pursuant to the Company's existing authorities to allot equity securities and therefore no general meeting will be required.

·    The net proceeds of the Fundraising will be utilised by Guardian Metal for general corporate purposes and to advance key workstreams at its two flagship tungsten projects in Nevada, including:

o  Pilot Mountain - ongoing and planned resource drilling operations, metallurgical test work, engineering studies, and permitting. The culmination of the above workstreams - now supported by DPA Title III funding - will result in an advanced pre-feasibility study which the Company anticipates will incorporate both the Desert Scheelite deposit and the recently completed resource drilling completed at the Garnet Zone;

o  Tempiute - a drilling programme aimed at defining an open pit resource. The Company also plans to advance engineering work focused on leveraging in-place mine and support infrastructure, progress project permitting, and further evaluation of surface stockpiles from the previous mine operations.

o  The above workstreams are to be completed during H1 2026 and support the Company's mission of re-shoring mined tungsten production back onto U.S. soil.

·    The Fundraising is led by the Company's largest shareholder, UCAM, which has subscribed for 16,666,666 new Ordinary Shares, for proceeds of approximately £10.0 million (approximately US$13.5 million) before expenses, and includes participation from certain of the Company's other existing shareholders and other institutional investors.

 

Oliver Friesen, CEO of Guardian Metal, commented:

 

"Securing approximately US$27.2 million in total funding - through a combination of a U.S. government award and new equity subscriptions - represents a major milestone for Guardian Metal Resources. This financing positions us to rapidly advance our co-flagship tungsten projects in Nevada, Pilot Mountain and Tempiute, and is a strong endorsement of our mission to establish a secure, Mined-in-America supply of Tungsten - a critically important defense metal.

"We are grateful for the continued support of our existing shareholders and are pleased to welcome a number of high-quality institutional investors to the register alongside the now approved DPA Title III award as we enter this next phase of growth and execution."

 

Background to the Fundraising and Use of Proceeds

 

Guardian Metal is focused on its mission to re-establish domestic tungsten production in the USA. Its co-flagship tungsten projects, Pilot Mountain and Tempiute, located in mining-friendly Nevada, are both well positioned to advance rapidly towards production at a time where there is an acute focus on critical metals supply chain security, particularly in metals essential to defense applications.

 

The Fundraising, complemented by the US$6.2 million DPA Title III award for Pilot Mountain, separately announced today, allows for the expedited and parallel advancement of the Company's Pilot Mountain and Tempiute tungsten projects (the "Projects") at a crucial time.

 

At Pilot Mountain, the Company will work towards completion of an advanced Pre-Feasibility Study which will underpin permit applications and inform construction design. At Tempiute, the Company will undertake a drilling programme targeting open pit resources to support a Pre-Feasibility Study utilising existing infrastructure.

 

Details of the Fundraising

 

The 25,945,000 new Ordinary Shares to be subscribed for in the Fundraising (the "Fundraising Shares") will be subscribed for on the basis agreed pursuant to subscription letters that have been entered into with the Company.

 

The Fundraising Shares, when issued, will be credited as fully paid and will rank pari passu in all respects with each other and with Company's existing Ordinary Shares already in issue, including, without limitation, the right to receive all dividends and other distributions declared, made or paid after the date of issue.

 

Applications will be made to the London Stock Exchange for the Fundraising Shares to be admitted to trading on AIM ("Admission"). It is anticipated that the Fundraising will settle in two tranches, with Admission of 9,278,334 Fundraising Shares expected to take place on or around 8.00 a.m. (London time) on 28 July 2025 ("First Admission") and with Admission of the balance of 16,666,666 Fundraising Shares to be issued to UCAM expected to take place on or around 8.00 a.m. (London time) on 13 August 2025 ("Second Admission").

 

The issue of the relevant Fundraising Shares is conditional upon, inter alia, First Admission becoming effective by 28 July 2025 (or such later time and/or date as the Company may determine, being not later than 8.00 a.m. (London time) on 31 August 2025) or Second Admission becoming effective by 13 August 2025 (or such later time and/or date as the Company may determine, being not later than 8.00 a.m. (London time) on 30 September 2025).

 

Related Party Transaction

 

Pursuant to a legally binding subscription letter between UCAM and the Company (the "UCAM Subscription Letter"), UCAM has committed to subscribe for 16,666,666 Fundraising Shares at the Fundraising Price, for proceeds of approximately £10.0 million (approximately US$13.5 million) before expenses. As UCAM currently holds 30,744,686 Ordinary Shares, representing approximately 22.0% of the Company's issued share capital, UCAM's participation in the Fundraising represents a related party transaction pursuant to the AIM Rules for Companies. Having consulted the Company's Nominated Advisor, Cairn Financial Advisers LLP, the Company's Directors consider the terms of the UCAM Subscription Letter to be fair and reasonable insofar as the Company's shareholders are concerned.

 

In the event that less than 18,651,568 Fundraising Shares are issued pursuant to the Fundraising, the number of Fundraising Shares subscribed for by UCAM will be reduced such that UCAM's interest in the Company's issued share capital does not exceed 29.99% of the Company's issued share capital as so enlarged pursuant to the Fundraising.

 

Following First Admission, the total number of shares in issue in the Company will be 148,717,305. The Company does not hold any shares in Treasury and, therefore, following First Admission, the number of voting shares in issue in the Company will be 148,717,305. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. Subject to completion of the issue of the 16,666,666 Fundraising Shares to UCAM, the Company will make a further announcement regarding the total number of shares in issue, following Second Admission, in due course.

 

Advisors

 

BMO Capital Markets Limited and Tamesis Partners LLP are acting as joint financial advisers to the Company in relation to the Fundraising.

 

Enquiries:

 

Guardian Metal Resources plc
Tel: +44 (0) 20 7583 8304
Oliver Friesen- CEO
BMO Capital Markets - Joint Financial Adviser
Tel: +44 (0) 20 7236 1010
Thomas Rider/John Gale
Tamesis - Joint Financial Adviser
Tel: +44 (0) 20 3882 2868
Richard Greenfield/Charles Bendon
Cairn Financial Advisers LLP- Nominated Adviser
Sandy Jamieson/Jo Turner/Louise O'Driscoll
Tel: +44 20 7213 0880
Shard Capital Partners LLP- Broker
Tel: +44 (0) 20 7186 9000
Damon Heath/Erik Woolgar


 

Other Information

 

For the purposes of this announcement, the following exchange rate has been used: 1 GBP = US$1.3490.

Market Abuse Regulation

This announcement is released by Guardian Metal Resources plc and contains inside information for the purposes of the assimilated Regulation No. 596/2014 as it forms part of the law of the United Kingdom by virtue of the European Union (Withdrawal) Act 2018, as amended ("UK MAR") and is disclosed in accordance with the Company's obligations under UK MAR. The person who arranged for the release of this announcement on behalf of Guardian Metal Resources plc was Oliver Friesen, Chief Executive Officer.

IMPORTANT NOTICES

THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, NEW ZEALAND OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL. FURTHER, THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

 

The securities referred to herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or under the securities laws of, or with any securities regulatory authority of, any state or other jurisdiction of the United States, and may not be offered, sold, pledged, taken up, exercised, resold, transferred or delivered, directly or indirectly, within, into or in the United States absent registration under the Securities Act or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or any other jurisdiction of the United States. No public offering of securities will be made in the United States or elsewhere.

 

This announcement has not been approved by London Stock Exchange plc.

 

Certain statements contained in this announcement constitute "forward-looking statements" with respect to the results, financial condition, performance, developments or achievements of the Company and its subsidiaries. Words such as "believes", "anticipates", "estimates", "expects", "intends", "plans", "aims", "potential", "will", "would", "could", "considered", "likely", "estimate" and variations of these words and similar future or conditional expressions, are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. These statements and forecasts are inherently predictive, speculative and involve risks and uncertainties and assumptions that could cause actual results, financial condition, performance, developments or achievements to differ materially from those expressed or implied by these forward-looking statements and forecasts. Many of these risks, uncertainties and assumptions relate to factors that are beyond the Company's ability to control, predict or estimate precisely. No representation or warranty is made, and no responsibility or liability is accepted, as to the achievement or reasonableness of, and no reliance should be placed on, such forward-looking statements. The forward-looking statements contained in this Announcement speak only as of the date of this announcement. Each of the Company, BMO Capital Markets Limited ("BMO"), Tamesis Partners LLP ("Tamesis" and, together with BMO, the "Joint Financial Advisers"), their respective affiliates, its and their respective directors, officers, partners, employees, agents or advisers (collectively "Representatives") and any person acting on behalf of any of them expressly disclaim any obligation or undertaking to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, unless required to do so by applicable law or regulation or London Stock Exchange plc.

 

Each of BMO and Tamesis are authorised and regulated in the United Kingdom by the Financial Conduct Authority and is acting exclusively for the Company and no one else in connection with the Fundraising, the contents of this announcement or any other matters described in this announcement. Neither Joint Financial Adviser will regard any other person as its client in relation to the Fundraising, the content of this announcement or any other matters described in this announcement and will not be responsible to anyone other than the Company for providing the protections afforded to its clients or for providing advice to any other person in relation to the Fundraising, the content of this announcement or any other matters referred to in this announcement.

 

This announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by either Joint Financial Adviser, any of its affiliates, any of its or their respective Representatives or any person acting on behalf of any of them as to, or in relation to, the contents of the information contained in this announcement, or any other written or oral information made available to or publicly available to any interested party or its advisers, or any other statement made or purported to be made by or on behalf of the either Joint Financial Adviser or any of its affiliates in connection with the Company, the Fundraising Shares or the Fundraising, and any responsibility or liability whether arising in tort, contract or otherwise therefore is expressly disclaimed. No representation or warranty, express or implied, is made by either Joint Financial Adviser, any of its affiliates or any of its or their respective Representatives as to the accuracy, completeness or sufficiency of the information contained in this announcement.

 

No statement in this announcement is intended to be a profit forecast or profit estimate for any period, and no statement in this announcement should be interpreted to mean that earnings, earnings per share or income, cash flow from operations or free cash flow for the Company for the current or future financial years would necessarily match or exceed the historical published earnings, earnings per share or income, cash flow from operations or free cash flow for the Company.

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