REG - Guardian Metal Rsrc. - Closing of U.S. Initial Public Offering

Guardian Metal ResourcesAnnouncement

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RNS Number : 9503X  Guardian Metal Resources PLC  24 March 2026

March 24, 2026

Guardian Metal Resources plc

 

("Guardian Metal" or the "Company")

 

Guardian Metal Announces Closing of U.S. Initial Public Offering and

Exercise of Over-Allotment Option

 

Guardian Metal Resources plc (LON:GMET, OTCQX:GMTLF, NYSE A:GMTL), a
U.S.-focused exploration-stage company focused on tungsten in Nevada, United
States, is pleased to announce the closing of its previously announced initial
public offering in the United States of 4,444,400 American Depositary Shares
("ADSs"), representing 22,222,000 ordinary shares ("ADS Shares"), at an
initial public offering price of $13.50 per ADS. Guardian Metal also announces
the exercise of the underwriters' over-allotment option to purchase an
additional 611,553 ADSs (the "Over-Allotment Option Exercise"), representing
3,057,765 ordinary shares ("ADS Option Shares"). No further ADSs will be
purchased pursuant to the underwriters' over-allotment option following the
Over-Allotment Option Exercise. Total gross proceeds to Guardian Metal, before
underwriting discounts and commissions and offering expenses, were
approximately $68.3 million. All of the ADSs were offered by Guardian Metal.

BMO Capital Markets Corp. acted as lead book-running manager; Cantor
Fitzgerald & Co. acted as bookrunning manager; and D.A. Davidson &
Co. and Berenberg Capital Markets LLC each acted as co-managers for the
offering.

Tamesis Partners LLP acted as capital markets advisor to Guardian Metal.

 

The offering was made only by means of a prospectus. The final prospectus
related to the offering was filed with the U.S. Securities and Exchange
Commission (the "SEC"). Copies of the final prospectus can be obtained from:
BMO Capital Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd
Street, 32nd Floor, New York, NY 10036, or by email at bmoprospectus@bmo.com
(mailto:bmoprospectus@bmo.com) .

 

ADMISSION AND TOTAL VOTING RIGHTS

 

22,222,000 ADS Shares were admitted to trading on AIM at 8:00 a.m. GMT on
March 24, 2026. Application has been made for admission of the 3,057,765 ADS
Option Shares to trading on AIM at 8:00 a.m. GMT on March 25, 2026
("Admission"). The ADS Option Shares will rank pari passu in all respects with
the other ordinary shares of the Company currently trading on AIM. Following
Admission, the Company's issued share capital will comprise 194,007,981
ordinary shares of £0.01 each. This number represents the total voting rights
in the Company and may be used by shareholders as the denominator for the
calculation by which they can determine if they are required to notify their
interest in, or a change to their interest in, the Company under the Financial
Conduct Authority's Disclosure Guidance and Transparency Rules.

 

For the avoidance of doubt, such prospectus does not constitute a "prospectus"
for the purposes of (i) Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") and will not have been reviewed by any competent authority in any
EU member state or (ii) the UK's Public Offers and Admissions to Trading
Regulations 2024 (the "POATRs") and will not have been reviewed by the
Financial Conduct Authority.

A registration statement relating to the ADSs has been filed with, and
declared effective by, the SEC. Copies of the registration statement can be
accessed through the SEC's website at www.sec.gov (http://www.sec.gov) . This
announcement does not constitute or form part of an offer to sell or issue, or
a solicitation of an offer to subscribe for or buy securities. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer, solicitation, sale or commitment
whatsoever in any jurisdiction in which such offer, solicitation, sale or
commitment would be unlawful prior to registration or qualification under the
securities laws of that jurisdiction.

 

In any member state of the European Economic Area (the "EEA") this
announcement and any offering are only addressed to and directed at persons
who are "qualified investors" ("EU Qualified Investors") within the meaning of
the EU Prospectus Regulation. In the United Kingdom, this announcement and any
offering are only addressed to and directed at persons who are qualified
investors within the meaning of paragraph 15 of Schedule 1 of the POATRs ("UK
Qualified Investors") and who are investment professionals as specified in
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Financial Promotion Order") or high
net worth companies, unincorporated associations etc. as defined in Article
49(2) of the Financial Promotion Order, or to other persons to which it may
otherwise lawfully be communicated or caused to be communicated (all such
persons being referred to as "relevant persons").

 

This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not relevant persons, and (ii) in any member state of the
EEA, by persons who are not EU Qualified Investors. Any investment or
investment activity to which this announcement relates is available only to
and will only be engaged with (i) in the United Kingdom, relevant persons, and
(ii) in any member state of the EEA, EU Qualified Investors.

 

This announcement contains inside information for the purposes of Article 7 of
EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the
European Union (Withdrawal) Act 2018).

 

Forward Looking Statements

 

This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature, and, as a result, are subject to certain risks and uncertainties, such
as general economic, market and business conditions, competition for qualified
staff, the regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political jurisdiction,
uncertainties regarding the results of exploration, uncertainties regarding
the timing and granting of prospecting rights, uncertainties regarding the
timing and granting of regulatory and other third party consents and
approvals, uncertainties regarding Guardian Metal's or any third party's
ability to execute and implement future plans, and the occurrence of
unexpected events. Completion of the offering and the terms thereof are
subject to numerous factors, many of which are beyond the control of Guardian
Metal, including, without limitation, market conditions, failure of customary
closing conditions and the risk factors and other matters set forth in
Guardian Metal's filings with the SEC. Guardian Metal undertakes no obligation
to publicly update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as may be
required by law.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may or should be
placed by any person for any purpose on the information contained in this
announcement or its accuracy, fairness or completeness. The information in
this announcement is subject to change.

 

For further information in the United States contact the following:

 

 Edelman Smithfield                  guardianmetal@edelmansmithfield.com

 Financial PR in the United States

 

For further information in the United Kingdom contact the following:

 

 Guardian Metal Resources plc                 Tel: +44 (0) 20 7078 8496

 Oliver Friesen (CEO)
 Cairn Financial Advisers LLP                 Tel: +44 (0) 20 7213 0880

 Nominated Adviser

 Sandy Jamieson/Jo Turner/Louise O'Driscoll
 Berenberg                                    Tel: +44 (0) 20 3207 7800

 Joint Broker and Financial Adviser

 Jennifer Lee/Ivan Briechle
 Tamesis Partners LLP                         Tel: +44 (0) 20 3882 2868

 Joint Broker

 Charlie Bendon/Richard Greenfield
 Tavistock                                    Tel: +44 (0) 7920 3150 /

 Financial PR in the UK                       +44 (0) 7788 554035

 Emily Moss/Josephine Clerkin                 guardianmetal@tavistock.co.uk (mailto:guardianmetal@tavistock.co.uk)

 

About Guardian Metal Resources

Guardian Metal Resources PLC (LON: GMET, OTCQX: GMTLF, NYSE A: GMTL) is a
U.S.-focused exploration-stage company focused on tungsten in Nevada, United
States. Its principal tungsten asset is the Pilot Mountain project, followed
by the Tempiute project, which are both situated in historic tungsten
districts with well-known occurrences of mineralization that have seen prior
tungsten mining activity by third parties.

 

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