REG - Guardian Metal Rsrc. - Final Results and Notice of AGM
15/11/2024 07:00
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RNS Number : 3435M Guardian Metal Resources PLC 15 November 2024
15 November 2024
Guardian Metal Resources plc
("Guardian Metal" or the "Company")
Audited Financial Results for the Year Ended 30 June 2024
Notice of Annual General Meeting
Guardian Metal (LON:GMET), a mineral exploration company focused on tungsten,
gold, lithium, copper and silver within Nevada, USA, is pleased to announce
its consolidated audited results for the year ended 30 June 2024, for the
Company and its subsidiaries (together, the "Group").
Highlights from the year under review:
· Strategic U.S. Market Expansion and Capital Raises
In October 2023, we secured an OTCQB listing, enhancing U.S. investors' access
to our shares. Highlighting the progress we made across the business in a
short period of time, this was followed by our upgrade to the OTCQX Market in
June 2024, improving liquidity, visibility, and enabling us to engage a
broader audience of institutional and retail investors in the U.S. alongside
our continued home market listing on AIM. During the period we raised
£750,000 at 15p per share in March 2024 and an additional £506,250 at 22.5p
per share in June 2024 - each of these raises was completed with one strategic
investor. These funds provide Guardian with the necessary financial
flexibility to aggressively explore and develop our key assets at Pilot
Mountain and Garfield.
· Pilot Mountain Project Advancements
Pilot Mountain has been at the core of our exploration and development
efforts. In July 2023, we entered into a Memorandum of Understanding (MOU)
with Oxford Sigma to explore tungsten supply pathways within the nuclear
fusion industry. Tungsten, due to its critical chemical properties, is
increasingly recognised as essential for radiation shielding and plasma-facing
materials, making Pilot Mountain a highly strategic asset in the face of
global fusion technical advancements. We also appointed a highly experienced
resource geologist to model the existing tungsten, copper, silver, and zinc
mineralisation at Desert Scheelite. The geologist's work is crucial for
advancing resource expansion, guiding infill drilling, and laying the
groundwork for future economic studies. Following that, we obtained necessary
permits and began the Company's first ever drilling campaign focused on
various exploration and resource infill/step-out targets at our flagship
asset. Preliminary results from the drilling campaign were reported during the
period and highlighted significant visual tungsten mineralisation at Desert
Scheelite, as well as a mineralised and strongly altered porphyry mineralised
body at Porphyry South.
· Garfield Project Discoveries
Our Garfield Project has yielded significant exploration results during the
period. In December 2023, we identified high-grade copper, gold, and silver
mineralisation, with results far exceeding initial expectations. The discovery
of two major magnetic anomalies in early 2024 further strengthened the case
for a large, buried porphyry system to exist within the Project. In May 2024,
inversion modelling confirmed two highly prospective porphyry targets beneath
the High-Grade and Power-Line Zones. With these exploration results in hand,
we are excited to continue advancing exploration at this promising project,
especially as demand for copper and other strategic metals continues to grow
globally.
· Golconda Summit Gold Project
The Golconda Summit Gold Project has continued to demonstrate its gold
potential with a backdrop of consistently increasing global gold prices.
Exploration revealed strong arsenic anomalies along the Golconda thrust fault,
which are key indicators of a Carlin-type gold system. Given the proximity to
large-scale gold mines and the presence of high-grade gold found at surface
within historical trenching, we are of the belief that Golconda Summit holds
the potential for a significant Carlin-type gold discovery. Permits were then
secured for trenching and drilling, and we look forward to further unlocking
the project's value over the coming year.
Outlook:
As we move forward, our primary focus remains on advancing exploration and
development at our flagship Pilot Mountain Project. The successful capital
raises, strengthened market presence, and partnerships we have built over the
past year provide a solid foundation for future growth. With increasing demand
for critical military minerals such as tungsten - especially in the energy
transition and high-tech industries - Guardian is uniquely positioned.
With the rebranding as Guardian Metal Resources now complete, this transition
underscores our commitment to working diligently towards the U.S. defence
metal reshoring efforts, in particular for tungsten. I would like to take this
opportunity to express my sincere gratitude to our shareholders, partners, and
team members for their unwavering support and dedication during the last year.
Together, we are well-positioned to achieve even greater success in the years
ahead.
Post Year End:
On 18 June 2024 the Company announced the intention to change its name to
Guardian Metal Resources Plc, formerly Golden Metal Resources Plc. This took
effect on 8 July 2024.
On 15 July 2024 the Company announced the strategic appointment of R. Michael
Jones as Strategic Advisor to the company and Jeff Snyder as Operations
Manager.
On 15 August, the Company announced completion of a strategic fundraising
raising £2,154,074.58 (US $2,750,000) through the issue of 7,978,054 new
ordinary shares of 1.0p each ("Subscription Shares"), representing 6.7% of the
enlarged issued share capital of the Company at an issue price of 27p per
share.
Further exploration updates were provided at the Company's flagship Pilot
Mountain Project including the delineation of new multiple geophysical targets
believed to be related to buried porphyry alteration and mineralisation at
depth. Exploration and development drilling has been ongoing at the Project
since May.
On 31 October 2024, the Company announced that it had entered into a binding
letter of intent with Hinkinite Resources LLC to acquire an option for the
acquisition of the Tempiute Tungsten Mine and Mill, located in Nevada, Las
Vegas.
Notice of Annual General Meeting and Distribution of Accounts to Shareholders
The Company announces that its annual general meeting ("AGM") will be held at
Temple Chambers, 3-7 Temple Avenue, London EC4Y 0DT at 14:00 on 11 December
2024.
The annual report and financial statements for the year ended 30 June 2024,
Notice of AGM and Form of Proxy will be posted today to eligible shareholders.
Electronic copies will be shortly available on the Company's website at:
https:/https://www.guardianmetalresources.com/.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
Note Year ended 30 June 2024 Year ended 30 June 2023
US$'000 US$'000
Continuing operations
Other income - 30
Gross profit - 30
Administrative expenses 5 (1,376) (878)
Loss from operating activities (1,376) (848)
Loss before taxation (1,376) (848)
Taxation 7 - -
Loss for the year from continuing operations (1,376) (848)
Other comprehensive (loss)/ income
Items that will or may be reclassified to profit or loss;
Exchange translation (13) 153
Total other comprehensive (loss)/income (13) 153
Total comprehensive (loss)/income for the year attributable to owners of the (1,389) (695)
Company
Earnings per share from continuing operations attributable to the ordinary
equity holder of the parent:
Basic and diluted loss per share (pence) 15 (0.02) (0.01)
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2024
30 June 2024 30 June 2023
Note US$'000 US$'000
Assets
Non-current assets
Intangible assets 8 9,280 7,796
Total non-current assets 9,280 7,796
Current assets
Trade and other receivables 10 236 286
Cash and cash equivalents 11 3,033 1,371
Total current assets 3,269 1,657
Total assets 12,549 9,453
Liabilities
Current liabilities
Trade and other payables 17 826 414
Total current liabilities 826 414
Total liabilities 826 414
Net assets 11,723 9,039
Equity
Share capital 12 1,346 1,043
Share premium 12 9,680 6,195
Shares to be issued 12 174 -
Capital contribution reserve 14 5,897 5,897
Share based payment reserve 13 162 51
Exchange reserve 13 194 207
Accumulated losses (5,730) (4,354)
Total equity 11,723 9,039
The financial statements of Guardian Metal Resources plc, company number
13351178, were approved by the board of Directors and authorised for issue on
14 November 2024.
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
AS AT 30 JUNE 2024
Share Share premium Shares to be issued Capital contribution reserve Share based payment reserve Exchange reserve Accumulated losses Total equity
capital
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 01 July 2022 728 4,126 - 5,897 - 54 (3,506) 7,299
Loss for the year - - - - - - (848) (848)
Currency translation - - - - - 153 - 153
Total comprehensive income / (expense) for the year - - - - - 153 (848) (695)
Issue of ordinary shares 315 2,365 - - - - - 2,680
Share issue costs - (296) - - - - - (296)
Share-based payments - - - - 51 - - 51
Total transactions with owners 315 2,069 - - 51 - - 2,435
Balance at 30 June 2023 1,043 6,195 - 5,897 51 207 (4,354) 9,039
Balance at 01 July 2023 1,043 6,195 - 5,897 51 207 (4,354) 9,039
Loss for the year - - - - - - (1,376) (1,376)
Currency translation - - - - - (13) - (13)
Total comprehensive (expense) for the year - - - - - (13) (1,376) (1,389)
Issue of ordinary shares 303 3,542 174 - - - - 4,019
Share issue costs - (71) - - - - - (71)
Share-based payments - 14 - - 111 - - 125
Total transactions with owners 303 3,485 174 - 111 - - 4,073
Balance at 30 June 2024 1,346 9,680 174 5,897 162 194 (5,730) 11,723
CONSOLIDATED STATEMENT OF CASHFLOWS
AS AT 30 JUNE 2024
Year ended 30 June 2024 Year ended 30 June 2023
US$'000 US$'000
Cash flows used in operating activities
Loss for the year from continuing activities (1,376) (848)
Adjustments for:
Share-based payment expense 111 51
Expenses settled in shares 142 267
Foreign exchange differences (3) (14)
(1,126) (544)
Changes in working capital:
Decrease / (increase) in trade and other receivables 53 (128)
Increase in trade and other payables 415 511
Net cash used in operating activities (658) (161)
Cash flows from investing activities
Purchase of intangibles (1,496) (374)
Net cash outflows from investing activities (1,496) (374)
Net cash outflows used in investing activities
Proceeds from issue of share capital 3,876 2,160
Share issue costs (57) (296)
Net cash inflows from financing activities 3,819 1,864
Increase in cash and cash equivalents 1,665 1,329
Cash and cash equivalents at beginning of year 1,371 40
Effect of foreign currency exchange rates (3) 2
Cash and cash equivalents at 30 June 3,033 1,371
Significant non-cash transactions during the year
During the year, the Company settled expenses totalling US$142k (2023:
US$225k) via the issue of shares, or via warrant exercises. This amount has
been deducted from the proceeds from the issue of share capital.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
1. Reporting entity
Guardian Metal Resources plc is a public company limited by shares which is
incorporated and domiciled in England and Wales. The address of the Company's
registered office is Salisbury House, London Wall, London, EC2M 5PS. The
consolidated financial statements of the Company as at and for the year ended
30 June 2024 include the Company and its subsidiaries. The Company is the
parent company of Golden Metal Resources LLC, Pilot Metals Inc. and BFM
Resources Inc., and the subsidiaries are registered and domiciled in the U.S.
The Group is primarily involved in the exploration and exploitation of mineral
resources in the U.S.
2. Going concern
The financial statements are prepared on a going concern basis. In assessing
whether the going concern assumption is appropriate, the Directors have taken
into account all relevant available information about the current and future
position of the Group, including current level of resources and the required
level of spending on exploration and corporate activities. As part of the
assessment, the Directors have also considered the potential for continuing
option and warrant exercises, the ability to raise new funding, disposal of
business interests and the potential of U.S. government grants in respect of
the Pilot Mountain project, whilst maintaining an acceptable level of cash
flows for the Group to meet all commitments.
The Directors believe the measures they have available will result in
sufficient working capital and cash flows to continue in operational
existence. Taking this into consideration, the Company has therefore adopted
the going concern basis of accounting in the preparation of the financial
statements.
3. Intangible assets - Prospecting and exploration rights
Rights acquired with subsidiaries are recognised at fair value at the date of
acquisition. Other rights acquired and development expenditure is recognised
at cost.
The Group recognises expenditure as exploration and evaluation assets when it
determines that those assets will be successful in finding specific mineral
resources (IFRS 6 assets). Expenditure included in the initial measurement of
exploration and evaluation assets and which are classified as intangible
assets relate to the acquisition of rights to undertake topographical,
geological, geochemical and geophysical studies, exploratory drilling,
trenching, sampling and other activities to evaluate the technical feasibility
and commercial viability of extracting a mineral resource.
Capitalisation of pre-production expenditure ceases when the mining property
is capable of commercial production.
When a project is deemed not feasible, related costs are expensed as incurred.
Costs incurred include any costs pertaining to technical and administrative
overheads. Administration costs that are not directly attributable to a
specific exploration area are expensed as incurred, and subsequently
capitalised if it is reasonably certain that a resource will be defined.
Capitalised development expenditure will be measured at cost less accumulated
amortisation and impairment losses.
4. Operating expenses
Operating expenses include: Year ended 30 June 2024 Year ended 30 June 2023
US$'000 US$'000
Staff costs 354 238
Share based payment expense 124 51
Auditor's remuneration - audit services 37 35
Other administrative expenses 861 554
1,376 878
Auditor's remuneration in respect of the Company amounted to US$37k (year
ended 30 June 2023: US$35k).
5. Intangible assets
Group Company
Prospecting and exploration rights Prospecting and exploration rights
US$'000 US$'000
Cost
As at 01 July 2022 7,240 4,068
Additions 374 374
Effect of foreign exchange 182 185
Balance at 30 June 2023 7,796 4,627
As at 01 July 2023 7,796 4,627
Additions 1,496 1,496
Effect of foreign exchange (12) (12)
Balance at 30 June 2024 9,280 6,111
Impairment
As at 01 July 2022 - -
Balance at 30 June 2023 - -
As at 01 July 2023 - -
Balance at 30 June 2024 - -
Net book value
At 30 June 2023 7,796 4,627
At 30 June 2024 9,280 6,111
Intangible assets relate to exploration and evaluation project costs
capitalised as at 30 June 2024. Additions to project costs during the year
ended 30 June 2024 were in relation to projects in Nevada, USA. The
exploration projects comprise of the Pilot Mountain Project, Golconda Summit
Project, Stonewall Project and Garfield Project. The Group is the operator of
the Golconda Summit Project and this is held under an earn-in right from the
mineral claim owner under an option agreement.
Pilot Mountain is the Company's flagship project and considerable progress was
made across the project during the period. Following the completion of a
high-resolution Induced Polarization (IP) survey completed during the previous
period, results were announced which included the delineation of multiple
exploration targets designated for further exploration. Following up on this,
ground magnetics was completed principally over the Desert Scheelite deposit
area which led to the discovery of a significant magnetic anomaly located
immediately south of this target area. Notice level permits were then obtained
and within the period, the Company's first ever diamond drilling programme
commenced with visually encouraging results achieved.
Garfield was advanced considerably during the previous period. This includes
several ground-based work programmes which were subsequently followed up with
further staking increasing the overall size and prospectivity of the project.
Multiple porphyry targets were generated by follow up geophysical surveys and
in particular at the High-Grade and Power-Line Zones. Inversions completed
over the magnetic results confirmed the presence of two buried and sizeable
magnetic anomalies which are found directly underneath considerable zones of
copper anomalism (in rock and soil) at surface within the two zones. The
Pamlico Gold Zone was also discovered during the period which presented both
high-grade copper/silver and gold at surface within this area.
Kibby Basin was acquired via staking by the Group in July 2023. Subsequent to
that, a full detailed historical data compilation was completed with the
results of that work released shortly thereafter. The results highlighted a
untested conductor within the project which is found stratigraphically below
multiple lithium rich intervals which were interested by a previous operator
within the basin.
Guardian Metal is also the operator of the Golconda Summit Project which is
held under an earn-in right from the mineral claim owner under an option
agreement. No work was completed on the Golconda Summit Project during the
period.
During the previous year, no work was completed on the Stonewall Project.
6. Trade and other receivables
Group As at 30 June 2024 As at 30 June 2023
US$'000 US$'000
VAT receivable 47 49
Other receivables 189 237
Trade and other receivables 236 286
7. Share capital
Number of ordinary shares
Year ended Year ended 30 June
30 June 2023
2024
Balance at beginning of year 85,000,255 59,994,377
Expenses settled in shares 617,647 -
Issued for cash 24,214,315 25,005,878
In issue at 30 June - fully paid (par value 0.1p) 109,832,217 85,000,255
Ordinary share capital
Year ended 30 June 2024 Year ended 30 June 2023
US$'000 US$'000
Balance at beginning of year 1,043 728
Share issues 303 315
Balance at 30 June 1,346 1,043
Share premium
Year ended 30 June 2024 Year ended 30 June 2023
US$'000 US$'000
Balance at beginning of year 6,195 4,126
Share issues 3,542 2,365
Expenses relating to share issues (57) (296)
Balance at 30 June 9,680 6,195
The shares have attached to them full voting, dividend, and capital
distribution (including winding up) rights; they do not confer any rights of
redemption.
On 2 August 2023, the Company agreed with two suppliers of professional and
marketing services with invoices totalling $66,732 (£52,500), that that their
fees would be settled via the issue of 617,647 new ordinary shares of 1.0p
each ("fee shares") valued at 8.5p per share.
On 11 March 2024, the Company completed a strategic raise of $955,485
(£750,000), before issue costs, through the issue of 5,000,000 new ordinary
shares of 1.0p each ("subscription shares") in a subscription from Purebond
Ltd at an issue price of 15p per share.
On 10 June 2024, the Company completed a strategic raise of $644,466
(£506,250), through the issue of 2,250,000 new ordinary shares of 1.0p each
("subscription shares") in a subscription from Purebond Ltd at an issue price
of 22.5p per share.
During the year ended 30 June 2024, the Company received notice to exercise
warrants over 16,159,263 new ordinary shares of 1p each at an exercise price
of 10.75p per warrant share, which raised £1,737,121 for the Company.
During the year ended 30 June 2024, the Company received notice to exercise
warrants over 805,052 new ordinary shares of 1p each at an exercise price of
17.00p per warrant share, raising an additional $173,588 (£136,859) for the
Company. At the year-end date, the Company had received funds for these
warrants exercised, however the shares were issued just after 30 June 2024 and
therefore this amount is included in the shares to be issued line within the
Company and Group statements of financial position.
8. Earnings per share
Basic and diluted loss per share
The calculation of basic and diluted loss per share is based on the loss
attributable to ordinary shareholders of US$1,376k (2023: US$848k), and a
weighted average number of ordinary shares in issue of 89,803,058 (2023:
63,422,112). The basic and diluted earnings per share are the same given the
loss for the year, making the outstanding share options and warrants
anti-dilutive.
9. Trade and other payables
Group and Company As at 30 June 2024 As at 30 June 2023
US$'000 US$'000
Trade payables 251 139
Other payables 54 59
Accrued expenses 521 216
826 414
This announcement contains inside information for the purposes of Article 7 of
the Market Abuse Regulation (EU) 596/2014 as it forms part of UK domestic law
by virtue of the European Union (Withdrawal) Act 2018 ("MAR"), and is
disclosed in accordance with the Company's obligations under Article 17 of
MAR.
For further information please visit https://www.goldenmetalresources.com/or
contact:
Golden Metal Resources plc Tel: +44 (0) 20 7583 8304
Oliver Friesen (CEO)
Cairn Financial Advisers LLP Tel: +44 20 7213 0880
Nominated Adviser
Sandy Jamieson/Jo Turner/Louise O'Driscoll
First Equity Limited Tel: +44 20 7374 2212
Broker
Jonathan Brown/Jason Robertson
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