REG - Guardian Metal Rsrc. - Final Results
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RNS Number : 1911F Guardian Metal Resources PLC 29 October 2025
Guardian Metal Resources plc
('Guardian Metal' or the 'Company')
Audited Financial Results for the Year Ended 30 June 2025
Guardian Metal Resources plc (LON:GMET/OTCQB:GMTLF), a tungsten exploration
and development company focused on Nevada, U.S. is pleased to announce its
consolidated audited results for the year ended 30 June 2025, for the Company
and its subsidiaries (together, the "Group").
The full financial report will be available online immediately on the
Company's website, and should be read in conjunction with this announcement.
Highlights from the year under review:
• Pilot Mountain Project
Pilot Mountain remained the central focus of our project development efforts
during the year. Guardian Metal advanced multiple workstreams critical to the
ongoing pre-feasibility study. Resource and geotechnical drilling programmes
were advanced to support pit design and mine planning, while baseline studies
were completed across environmental and technical disciplines to underpin key
permitting next steps. Amongst intense ongoing reshoring efforts, Pilot
Mountain's strategic importance within the U.S. critical metals landscape
increased substantially over the period
• Tempiute Project
During the year, Guardian Metal added a second co-flagship project through the
acquisition of the option to purchase the historical Tempiute (Emerson)
tungsten mine in Lincoln County, Nevada. A Letter of Intent was signed on 31
October 2024, with the definitive agreement completed on 27 January 2025.
Since the acquisition, Guardian Metal advanced preparatory workstreams at
Tempiute in support of a drilling programme that started late summer 2025. The
combination of historical production, existing infrastructure, and new
exploration potential establishes Tempiute as a highly complementary asset to
Pilot Mountain, further strengthening Guardian Metal's ability to deliver
scale within a Nevada-based tungsten production hub.
• US Market Presence
Guardian Metal continued to build its profile in the United States during the
period. Following the upgrade to the OTCQX Market in June 2024, the Company
benefited from improved liquidity and visibility amongst U.S. investors.
Institutional awareness of Guardian Metal also grew further during the year,
with Maxim Group initiating research coverage and increased engagement from
U.S. funds and stakeholders. Together, these steps advance Guardian Metal's
strategy of aligning its capital markets presence with its U.S.-based
operating footprint.
• Corporate Growth & Strategic Positioning
On 8 July 2024, the Company rebranded as Guardian Metal Resources Plc, a name
that reflects our sharpened focus on tungsten and our commitment to the U.S.
defence metal reshoring effort. This corporate evolution was matched by growth
in institutional support. On 15 August 2024, Guardian Metal announced a North
American strategic financing, followed by an institutional raise completed on
6 January 2025 and a further strategic investment by UCAM LLP on 20 February
2025. The continued ability to attract institutional capital is a strong
endorsement of Guardian Metal's positioning within the U.S. critical metals
landscape. Finally, in June 2025, Guardian Metal was invited to join the
DARPA-sponsored Critical Minerals Forum, a platform that underscores the
growing recognition of the Company as a strategic participant in securing
America's future mineral supply.
• Tungsten Market
The strategic importance of tungsten has increased materially during the year.
On 4 February 2025, China implemented export restrictions on certain tungsten
products, further tightening global supply and driving prices higher. At the
same time, recognition of tungsten's critical role in defence, energy
transition, and advanced technologies has grown significantly across U.S.
government and industry stakeholders. Against this backdrop, Guardian Metal is
positioned in the right metal, at the right time, and in the right
jurisdiction to play a leading role in re-establishing secure Western supply
chains.
Corporate Developments
Financial Highlights
The Group incurred a loss for the year to 30 June 2025 of $2,711,000 (2024 -
loss of $1,376,000). The loss mainly arose from salaries, consulting and
professional fees along with general regulatory and administration expenses.
Cash used in operations totalled $1,122,000 and investment in its mining
assets totalled $8,038,000 (2024 - $1,496,000). As at 30 June 2025, the Group
had a cash balance of $1,873,000 (2024 - $3,033,000). At the date of this
announcement, the Group's cash balance was $14,720,000.
Funding Activities
During the year under review a total of 18,908,700 warrants over new ordinary
shares were exercised raising $4,455,305 (£3,414,479) for the Company. The
Company also completed strategic fundraises issuing in total 10,478,054 new
ordinary shares, raising $3,677,988 (£2,904,075) before costs for the
Company.
Subsequent to reporting date on 23 July 2025, the Company completed a
fundraise of $21,000,000 (approximately £15,600,000) before costs through the
issue of 25,945,000 new ordinary shares to new and existing shareholders. On
the same date the Company also announced that its wholly owned
subsidiary Golden Metal Resources (USA) LLC had been awarded $6.2
million from the U.S. Department of War (DoW) to accelerate the development
of its Pilot Mountain Project.
Board of Directors
We welcomed Ben Hodges who joined the Company as Finance Director on 12
December 2024. David Ovadia, Non-Executive Chairman, resigned from the Board
on 11 December 2024. The Board takes this opportunity to thank David for his
contribution to the Company over his tenure. Non-Executive Director J.T.
Starzecki assumed the position of Non-Executive Chairman with effect from 11
December 2024, and in June 2025 Mr. Starzecki accepted the role of Executive
Chairman.
Events after the year end
For information regarding events after the reporting date see note 19 to the
financial statements.
Outlook:
Looking ahead, Guardian Metal's priorities are clear: advance Pilot Mountain
and Tempiute through the next stage of technical and economic studies,
supported by the financing, partnerships, and contractor base secured this
year. With two co-flagship assets in Nevada, an increasingly engaged U.S.
investor base and growing recognition across industry and government, Guardian
Metal is well positioned to deliver on its ambition of becoming America's next
tungsten producer. We also have announced that we plan to pursue a USA
listing.
I would like to thank our shareholders, partners, and team for their ongoing
support and commitment. Together, we are building a company that can play a
pivotal role in delivering secure domestic supply of this critical mineral for
defence, energy transition, and high-technology applications.
Oliver Friesen, Chief Executive Officer
28 October 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
Note Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Continuing operations
Revenue -
Gross profit - -
Other income 2 -
Administrative expenses 5 (2,719) (1,376)
Loss from operating activities (2,717) (1,376)
Finance income 6 -
Loss before taxation (2,711) (1,376)
Taxation 7 - -
Loss for the year from continuing operations (2,711) (1,376)
Other comprehensive (loss)/ income
Items that will or may be reclassified to profit or loss;
Exchange translation 908 (13)
Total other comprehensive (loss)/income 908 (13)
Total comprehensive (loss) for the year attributable to owners of the Company (1,803) (1,389)
Earnings per share from continuing operations attributable to the ordinary
equity holder of the parent:
Basic and diluted loss per share (pence) 14 (0.02) (0.02)
30 June 2025 30 June 2024
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
Note US$'000 US$'000
Assets
Non-current assets
Intangible assets 8 17,906 9,280
Total non-current assets 17,906 9,280
Current assets
Trade and other receivables 10 175 236
Cash and cash equivalents 11 1,873 3,033
Total current assets 2,048 3,269
Total assets 19,954 12,549
Liabilities
Current liabilities
Trade and other payables 16 1,776 826
Total current liabilities 1,776 826
Total liabilities 1,776 826
Net assets 18,178 11,723
Equity
Share capital 12 1,739 1,346
Share premium 12 17,557 9,680
Shares to be issued 12 - 174
Capital contribution reserve 13 5,897 5,897
Share based payment reserve 13 324 162
Exchange reserve 13 1,102 194
Accumulated losses (8,441) (5,730)
Total equity 18,178 11,723
The financial statements of Guardian Metal Resources plc, Company number
13351178, were approved by the board of Directors and authorised for issue on
28 October 2025. They were signed on its behalf by:
Ben Hodges
Finance Director
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share premium Shares to be issued Capital contribution reserve Share based payment reserve Exchange reserve Accumulated losses Total equity
capital
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 01 July 2023 1,043 6,195 - 5,897 51 207 (4,354) 9,039
Loss for the year - - - - - - (1,376) (1,376)
Currency translation - - - - - (13) - (13)
Total comprehensive income / (expense) for the year - - - - - (13) (1,376) (1,389)
Issue of ordinary shares 303 3,542 174 - - - - 4,019
Share issue costs - (71) - - - - - (71)
Share-based payments - 14 - - 111 - - 125
Total transactions with owners 303 3,485 174 - 111 - - 4,073
Balance at 30 June 2024 1,346 9,680 174 5,897 162 194 (5,730) 11,723
Balance at 01 July 2024 1,346 9,680 174 5,897 162 194 (5,730) 11,723
Loss for the year - - - - - - (2,711) (2,711)
Currency translation - - - - - 908 - 908
Total comprehensive (expense) for the year - - - - - 908 (2,711) (1,803)
Issue of ordinary shares 393 8,006 (174) - - - - 8,225
Share issue costs - (129) - - - - - (129)
Share-based payments - - - - 162 - - 162
Total transactions with owners 393 7,877 (174) - 162 - - 8,258
Balance at 30 June 2025 1,739 17,557 - 5,897 324 1,102 (8,441) 18,178
The following describes the nature and purpose of each reserve:
Share capital: amount subscribed for share capital at nominal value.
Share premium: amount subscribed for share capital in excess of nominal value.
Share based payment reserve: amounts recognised for the fair value of share
options and warrants granted.
Exchange reserve: foreign exchange differences in re-translation.
Capital contribution reserve: relates to the assignment of receivables from
subsidiary undertakings for which no consideration is expected to be paid.
Accumulated losses: cumulative net losses recognised in the financial
statements.
CONSOLIDATED STATEMENT OF CASH FLOWS
AS AT 30 JUNE
2025
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Cash flows used in operating activities
Loss for the year from continuing activities (2,711) (1,376)
Adjustments for:
Share-based payment expense 162 111
Expenses settled in shares 63 142
Foreign exchange differences 444 (3)
(2,042) (1,126)
Changes in working capital:
Decrease in trade and other receivables 40 53
Increase in trade and other payables 880 415
Net cash outflows in operating activities (1,122) (658)
Cash flows from investing activities
Purchase of intangibles (8,038) (1,496)
Net cash outflows from investing activities (8,038) (1,496)
Cash flows from financing activities
Proceeds from issue of share capital 8,091 3,876
Share issue costs (123) (57)
Net cash inflows from financing activities 7,968 3,819
(Decrease)/ increase in cash and cash equivalents (1,192) 1,665
Cash and cash equivalents at beginning of year 3,033 1,371
Effect of foreign currency exchange rates 32 (3)
Cash and cash equivalents at 30 June 1,873 3,033
Non-cash transactions during the year
During the year, the Company settled expenses totalling US$63k (2024: US$142k)
via the issue of shares, or via warrant exercises. This amount has been
deducted from the proceeds from the issue of share capital.
In addition, 150,000 ordinary shares were issued as non-cash consideration,
valued at $65k (GBP £53k), in connection with the earn-in option agreement
for the Tempiute Tungsten Project. As this represents an investing activity
settled in equity rather than cash, it has not been included in the proceeds
from the issue of share capital.
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2025
30 June 2025 30 June 2024
US$'000 US$'000
Note
Assets
Non-current assets
Intangible assets 8 9,667 6,111
Investment in subsidiaries 9 5,897 5,897
Total non-current assets 15,564 12,008
Current assets
Trade and other receivables 10 5,368 261
Cash and cash equivalents 11 1,457 3,008
Total current assets 6,825 3,269
Total assets 22,389 15,277
Liabilities
Current liabilities
Trade and other payables 16 738 826
Total current liabilities 738 826
Total liabilities 738 826
Net assets 21,651 14,451
Equity
Share capital 12 1,739 1,346
Share premium 12 17,557 9,680
Shares to be issued 12 - 174
Exchange reserve 13 1,345 195
Capital contribution reserve 13 5,897 5,897
Share based payment reserve 13 324 162
Accumulated losses 13 (5,211) (3,003)
Total equity 21,651 14,451
As permitted by Section 408 of the Companies Act 2006, the income statement of
the parent Company is not presented as part of these financial statements. The
after-tax attributable to the parent Company for the year ended 30 June 2025
was US$2,208k (2024: loss of US$1,376k).
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2025
Share Share premium Shares to be issued Capital contribution reserve Share based payment reserve Exchange reserve Accumulated losses Total equity
capital
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 01 July 2023 1,043 6,195 - 5,897 51 208 (1,627) 11,767
Loss for the year - - - - - - (1,376) (1,376)
Currency translation - - - - - (13) - (13)
Total comprehensive income / (expense) for the year - - - - - (13) (1,376) (1,389)
Issue of ordinary shares 303 3,542 174 - - - - 4,019
Share issue costs - (71) - - - - - (71)
Share-based payments - 14 - - 111 - - 125
Total transactions with owners 303 3,485 174 - 111 - - 4,073
Balance at 30 June 2024 1,346 9,680 174 5,897 162 195 (3,003) 14,451
Balance at 01 July 2024 1,346 9,680 174 5,897 162 195 (3,003) 14,451
Loss for the year - - - - - - (2,208) (2,208)
Currency translation - - - - - 1,150 - 1,150
Total comprehensive (expense) for the year - - - - - 1,150 (2,208) (1,058)
Issue of ordinary shares 393 8,006 (174) - - - - 8,225
Share issue costs - (129) - - - - - (129)
Share-based payments - - - - 162 - - 162
Total transactions with owners 393 7,877 (174) - 162 - - 8,258
Balance at 30 June 2025 1,739 17,557 - 5,897 324 1,345 (5,211) 21,651
The following describes the nature and purpose of each reserve:
Share premium: amount subscribed for share capital in excess of nominal value.
Share capital: amount subscribed for share capital at nominalvalue.
Accumulated losses: cumulative net losses recognised in the financial
statements.
Share based payment reserve: amounts recognised for the fair value of share
options and warrants granted.
Exchange reserve: foreign exchange differences in re-translation.
Capital contribution reserve: relates to the assignment of receivables from
subsidiary undertakings for which no
consideration is expected to be paid.
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2025
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Cash flows from operating activities
Loss for the year from continuing activities (2,208) (1,376)
Adjustments for: 162 111
Share based payment expense
Expenses settled in shares 63 142
Foreign exchange movements 686 (3)
(1,296) (1,126)
Changes in working capital:
(Increase) / decrease in trade and other receivables (5,128) 28
(Decrease) / increase in trade and other payables (158) 415
Net cash outflows in operating activities (6,582) (683)
Cash flows from investing activities
Purchase of intangibles (2,968) (1,496)
Net cash outflows from investing activities (2,968) (1,496)
Cash flows from financing activities
Proceeds from issue of share capital 8,091 3,876
Share issue costs (123) (57)
Net cash inflows from financing activities 7,968 3,819
(Decrease)/ increase in cash and cash equivalents (1,583) 1,640
Cash and cash equivalents at beginning of year 3,008 1,371
Effect of foreign exchange rates 32 (3)
Cash and cash equivalents at 30 June 1,457 3,008
Non-cash transactions during the year
During the year, the Company settled expenses totalling US$63k (2024: US$142k)
via the issue of shares, or via warrant exercises. This amount has been
deducted from the proceeds from the issue of share capital.
In addition, 150,000 ordinary shares were issued as non-cash consideration,
valued at $65k (GBP £53k), in connection with the earn-in option agreement
for the Tempiute Tungsten Project. As this represents an investing activity
settled in equity rather than cash, it has not been included in the proceeds
from the issue of share capital.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2025
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 25 Eccleston Place, London, England, SW1W 9NF. The
consolidated financial statements of the Company as at and for the year ended
30 June 2025 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 at the reporting
date the Group had a cash balance of $1,873k. Subsequent to the reporting date
the Group secured a funding award of $6.2 million and completed a private
placement of $21.0 million.
The Board has reviewed the Group's cash flow forecasts up until December 2026
having regard to its current financial position and operational objectives.
The predominant focus of operational activities over the period to June 2026
will be the delivery of a Pre-Feasibility Study on its Pilot Mountain Project
and a maiden resource at its Tempiute Project, for which both are fully
funded. The cash flow forecasts indicate that the Group has the funds
available to meet its operational activities and corporate activities through
to December 2026, and thus has 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. Basis of preparation
(a) Statement of compliance
The consolidated financial statements have been prepared in accordance with
UK-adopted international accounting standards and IFRS as issued by the IASB.
As regards the Company financial statements, as applied in accordance with the
requirements of the Companies Act 2006. The financial statements are prepared
on the historical cost basis or the fair value basis where the fair value of
relevant assets or liabilities has been applied, which applies to all listed
investments held by the Group and Company.
The principal accounting policies adopted in the preparation of the financial
statements are set out below. These policies have been consistently applied to
the period presented, unless otherwise stated.
(b) (i) New and amended standards, and interpretations
issued and effective for the first time for annual reporting periods
commencing on 1 January 2025 and have been adopted in preparing these
financial statements:
· Lack of Exchangeability (Amendments to IAS 21 The Effects of
Changes in Foreign Exchange Rates) - effective 1 January 2025.
(ii) New standards, amendments and interpretations in issue but not yet
effective
At the date of approval of these financial statements, the following standards
and interpretations which have not been applied in these financial statements
were in issue for the period beginning 1 January 2026 but not yet effective:
· Amendments IFRS 9 and IFRS 7 regarding the classification and
measurement of financial instruments*; and Amendments IFRS 9 and IFRS 7
regarding the classification and measurement of financial instruments; and
· IFRS 18 - Presentation and Disclosure of Financial Statements -
effective 1 January 2027; and
· IFRS 19 - Subsidiaries without Public Accountability: Disclosures
- effective 1 January 2027.
The Directors do not expect that the adoption of these standards will have a
material impact on the financial information of the Group or Company in future
periods.
(c) Functional and presentation currency
The consolidated and Company financial statements are presented in United
States Dollar (US$). The Company's functional currency is Pounds Sterling
(£). All financial information presented has been rounded to the nearest
thousand dollars, except where otherwise indicated.
(d) Use of estimates and judgements
The preparation of the consolidated financial statements in conformity with
IFRS requires management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported amounts of
assets, liabilities, income and expenses. Actual results may differ from these
estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the year in which the
estimates are revised and in any future years affected.
The estimates and assumptions that have the most significant effect on the
amounts recognised in the consolidated financial statements and/or have a
significant risk of resulting in a material adjustment within the next
financial year are as follows:
Group
Carrying value of intangible assets - Note
8
In arriving at the carrying value of intangible assets, the Group determines
the need for impairment in accordance with IFRS 6 based on the level of
geological knowledge and confidence of the mineral resources. Such decisions
are taken on the basis of the exploration and research work carried out in the
period utilising expert reports.
Parent
Impairment of investment in subsidiaries - Note 9
The investments in subsidiaries are assessed annually to determine if there is
any indication that any of the investments might be impaired. Given that the
major assets on the balance sheet of all subsidiaries is exploration and
evaluation ("E&E") minerals interests, and that it is the Company's
intention to undertake further exploration activities on each of the E&E
cash generation units, subject to funding, the Company does not believe that
an impairment of investment in subsidiaries is warranted for the year ended 30
June 2025.
Receivables from Group undertakings - Note 10
The Parent Company in applying the expected credit loss (ECL) model under IFRS
9 must make assumptions when implementing the forward-looking ECL model. This
model is required to be used to assess the intercompany loans receivable from
subsidiaries for impairment.
Estimations were made regarding the credit risk of the counterparty and the
underlying probability of default in each of the credit loss scenarios. The
scenarios identified by management included Production, Divestment, Fire-sale
and Failure. These scenarios considered technical data, necessary licences to
be awarded, the Company's ability to raise finance, and ability to sell the
project. The Directors make judgements on the expected likelihood and outcome
of each of the above scenarios, and these expected values are applied to the
loan balances.
Valuation of share-based payments - Note 15
Accounting for some equity-settled share-based payment awards requires the use
of valuation models to estimate the future share price performance of the
Company. These models require the Directors to make assumptions regarding the
share price volatility, risk free rate and expected life of awards in order to
determine the fair values of the awards at grant dates.
4. Significant accounting policies
The accounting policies set out below have been applied consistently
throughout the year presented in these consolidated financial statements and
have been applied consistently by Group entities.
(a) Basis of consolidation
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Company made up to 30 June each
year. The prior year comparatives are for the year ended 30 June 2024.
Control is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability to affect
those returns through its power over the investee.
Generally, there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less than a
majority of the voting or similar rights of an investee, the Group considers
all relevant facts and circumstances in assessing whether it has power over an
investee, including:
· The contractual arrangement with the other vote holders of the
investee;
· Rights arising from other contractual arrangements; and
· The Group's voting rights and potential voting rights.
The Group re-assesses whether or not it controls an investee if facts and
circumstances indicate that there are changes to one or more of the three
elements of control. Subsidiaries are fully consolidated from the date on
which control is transferred to the Group. They are deconsolidated from the
date that control ceases. Assets, liabilities, income and expenses of a
subsidiary acquired or disposed of during the period are included in the
consolidated financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Acquisitions of mineral exploration licences through the acquisition of
non-operational corporate structures that do not represent a business and
therefore do not meet the definition of a business combination, are accounted
for as the acquisition of an asset.
Where an acquisition transaction constitutes the acquisition of an asset and
not a business, the consideration paid is allocated to assets and not a
business, the consideration paid is allocated to assets and liabilities
acquired based on their relative fair values.
Deferred tax is not recognised upon an asset acquisition.
Where necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with those used by
other members of the Group. All intragroup assets and liabilities, equity,
income, expenses, and cash flows relating to transactions between members of
the Group are eliminated in full on consolidation.
(b) Business combinations
On acquisition, the assets and liabilities of a subsidiary are measured at
their fair value at the date of acquisition. Any excess of the cost of the
acquisition over the fair values of the identifiable net assets acquired is
recognised as goodwill. If the aggregate of the acquisition-date fair value of
the consideration transferred and the amount recognised for the
non-controlling interest (and where the business combination is achieved in
stages, the acquisition-date fair value of the acquirer's previously held
equity interest in the acquiree) is lower than the fair value of the assets,
liabilities and contingent liabilities and the fair value of any pre-existing
interest held in the business acquired, the difference is recognised in profit
and loss.
(i) Subsidiaries and acquisitions
Business combinations are accounted for using the acquisition method as at the
acquisition date - i.e., when control is transferred to the Group. Control is
when the investor has power over the investee, exposure or rights, to variable
returns from its involvements with the investee, and the ability to use its
power over the investee to affect the amount of the investor's returns.
The results of subsidiaries acquired or disposed of during the year are
included in the statement of comprehensive income from the effective date of
acquisition, or up to the effective date of disposal, as appropriate.
Investments and loans in subsidiaries
The Company recognises its investments in and loans to subsidiaries at cost
less any provision for impairment. The Company applies the IFRS 9 simplified
approach to measuring expected credit losses which uses a lifetime expected
credit loss allowance for all loans to subsidiaries, except those classified
as part of the net investment in subsidiaries.
(ii) Transactions eliminated on consolidation
Intra-group balances and transactions, and any income and expenses arising
from intra-group transactions, are eliminated in preparing the consolidated
financial statements.
(c) Foreign currency
(i) Foreign currency transactions
The financial information of the Group and Company is presented in the
currency of the primary economic environment in which the entity operates
(United States Dollar (US$)). The functional currency of the Company is Pounds
Sterling (£).
In preparing the financial information of the Group, transactions in
currencies other than the entity's functional currency (foreign currencies)
are recorded at the rates of exchange prevailing on the dates of the
transactions. At the balance sheet date, monetary items denominated in
foreign currencies are retranslated at the rates prevailing at the balance
sheet date. Exchange differences arising on the settlement of monetary items
and on the retranslation of monetary items are included in the statement of
comprehensive income for the period.
The results and financial position of all Group entities that have a
functional currency different from the presentation currency are translated
into the presentation currency as follows:
Assets and liabilities for the statement of financial position presented are
translated at the closing rate at the date of that statement of financial
position;
· income and expenses for the income statement are translated at
average exchange rates; and
· all resulting exchange differences are recognised as a separate
component of equity.
Foreign currency differences arising on retranslation into an entity's
functional currency are recognised in profit or loss
(ii) Foreign operations
The assets and liabilities of foreign operations are translated to United
States Dollar at exchange rates at the reporting date. The income and expenses
of foreign operations are translated to United States Dollar at exchange rates
at the dates of the transactions, with differences recognised in other
comprehensive income.
When the settlement of a monetary item receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
currency gains and losses arising from such items are considered to form part
of a net investment in the foreign operation and are recognised in other
comprehensive income and presented in the exchange reserve in equity.
(d) Financial instruments
(i) Financial assets
The Group classifies its financial assets into one of the categories discussed
below, depending on the purpose for which the asset was acquired. The Group's
accounting policy for each category is as follows:
Amortised cost
The Group and Company assess at the reporting date whether there is objective
evidence that a financial asset, or a group of financial assets, is impaired.
A financial asset, or a group of financial assets, is impaired, and impairment
losses are incurred, only if there is objective evidence of impairment as a
result of one or more events that occurred after the initial recognition of
the asset (a "loss event"), and that loss event (or events) has an impact on
the estimated future cash flows of the financial asset, or group of financial
assets, that can be reliably estimated.
Receivables that are known to be uncollectible are written off by reducing the
carrying amount directly. The Group and Company consider that there is
evidence of impairment if any of the following indicators are present:
· significant financial difficulties of the debtor;
· probability that the debtor will enter bankruptcy or financial
reorganisation; or
· default or delinquency in payments.
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market. They are
included in current assets. The Group's and Company's loans and receivables
comprise other receivables.
Loans and receivables are initially recognised at fair value through profit or
loss and are subsequently measured at amortised cost using the effective
interest rate method, less provision for impairment.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand and short term
highly liquid deposits which are subject to an insignificant risk of changes
in value
(ii) Financial liabilities
The Group and Company classify their financial liabilities into one of the
categories discussed below, depending on the purpose for which the liability
was incurred. The Group's and Company's accounting policy for each category is
as follows:
Amortised cost
The Group's and Company's financial liabilities held at amortised cost are
recognised in the statement of financial position when the Group and Company
becomes a party to the contractual provision of the instrument.
Financial liabilities measured at amortised cost comprise trade payables and
other short-dated monetary liabilities, which are initially recognised at fair
value and subsequently carried at amortised cost using the effective interest
rate method.
Determination of Fair values
All assets and liabilities for which fair value is measured or disclosed in
the historical financial information are categorised within the fair value
hierarchy. The fair value hierarchy prioritises the inputs to valuation
techniques used to measure fair value. The Group and Company uses the
following hierarchy for determining and disclosing the fair value of financial
instruments and other assets and liabilities for which the fair value was
used:
· level 1: quoted prices in active markets for identical assets or
liabilities;
· level 2: inputs other than quoted prices included in level 1 that
are observable for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
· level 3: inputs for the asset or liability that are not based on
observable market data (unobservable inputs).
(e) Share capital
Ordinary shares
Ordinary shares are classified as equity. There is one class of ordinary share
in issue, as detailed in note 12.
(f) Capital contribution
Capital contribution relates to the assignment of receivables from subsidiary
undertakings for which no consideration is expected to be paid.
(g) Intangible assets
(i) 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.
(ii) Impairment
Intangible assets not yet available for use are tested for impairment
annually. Whenever events or changes in circumstance indicate that the
carrying amount of an asset may not be recoverable, an asset is reviewed for
impairment. An assets carrying value is written down to its estimated
recoverable amount (being the higher of the fair value less costs to sell and
value in use) if that is less than the assets carrying amount.
Impairment reviews for deferred exploration and evaluation expenditure are
carried out on a project-by-project basis, with each project representing a
potential single cash generating unit. An impairment review is undertaken when
indicators of impairment arise such as:
- unexpected geological occurrences that render the resource
uneconomic;
- title to the asset is compromised;
- variations in mineral prices that render the project uneconomic;
- substantive expenditure on further exploration and evaluation of
mineral resources is neither budgeted nor planned; and
- the period for which the Group has the right to explore has
expired and is not expected to be renewed.
Impairment losses are recognised in profit or loss. For all assets, an
impairment loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been determined,
net of depreciation or amortisation, if no impairment loss had been
recognised.
(h) Director benefits - share based payments
The grant date fair value of share-based payment awards granted to Directors
is recognised as a director expense, with a corresponding increase in equity,
over the period that the Directors become unconditionally entitled to the
awards. The amount recognised as an expense is adjusted to reflect the number
of awards for which the related service and non-market performance conditions
are expected to be met, such that the amount ultimately recognised as an
expense is based on the number of awards that meet the related service and
non-market performance conditions at the vesting date. For share-based payment
awards with non-vesting conditions, the grant-date fair value of the
share-based payment is measured to reflect such conditions and there is no
true-up for differences between expected and actual outcomes.
Market vesting conditions are factored into the fair value of all options
granted. If all other vesting conditions are satisfied, a charge is made
irrespective of whether market vesting conditions are satisfied. The
cumulative expense is not adjusted for failure to achieve a market vesting
condition.
Where terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately before and
after the modification, is also charged to the income statement over the
remaining vesting period.
(i) Taxation
Tax expense or credit comprises current and deferred tax. Current and deferred
tax is recognised in profit or loss except to the extent that it relates to a
business combination, or items recognised directly in equity or in other
comprehensive income.
(i) Current tax
Current tax is based on the taxable profit or loss for the year calculated
using tax rates that have been enacted or substantively enacted by the end of
the reporting year. The Company does not currently generate taxable profits.
(ii) Deferred tax
Deferred tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the corresponding tax
bases and is accounted for using the balance sheet liability method.
Deferred tax is calculated at the tax rates that have been enacted or
substantively enacted and are expected to apply in the period when the
liability is settled, or the asset realised. Deferred tax is charged or
credited to the statement of comprehensive income, except when it relates to
items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary
differences can be utilised.
Judgement is applied in making assumptions about future taxable income to
determine the extent to which the Company recognises deferred tax assets, as
well as the anticipated timing of the utilisation of the losses.
(j) Segmental information
An operating segment is defined as a component of an entity that engages in
business activities from which it may earn revenues and incur expenses, whose
operating results are regularly reviewed by the entity's chief operating
decision maker and for which discrete financial information is available.
During the year ended 30 June 2025, the Group operated one business segment,
which is the exploration and evaluation of mineral resources in Nevada, USA.
Given that there is only one continuing class of business and one geographical
segment, no further segmental information has been provided.
5. Operating expenses
Operating expenses include: Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Staff costs 506 354
Share based payment expense 162 124
Auditor's remuneration - audit services 95 37
Other administrative expenses 1,956 861
2,719 1,376
6. Directors' emoluments
Group and Company
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Social security contributions 43 32
Directors' salary and fees 463 322
Share based payments 162 124
Total 668 478
The monthly average number of Directors during the year was:
Group and Company
Year ended 30 June 2025 Year ended 30 June 2024
Directors 5 5
Total 5 5
Emoluments disclosed above include the following amounts paid to the highest
Director:
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Emoluments for qualifying services 270 213
Total 270 213
All employees of the Company are Directors, who together have authority and
responsibility for planning, directing and controlling the activities of the
Group.
7. Taxation
Reconciliation of tax (credit)/expense Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Losses from operations 2,711 1,376
Tax using the Company's effective domestic tax rate of 19% (2024: 19%) (515) (261)
Effects of:
Disallowable expenditure 162 126
Current losses with no recognisable deferred tax asset 353 135
- -
Factors that may affect future tax charges
At the year end, the UK Company had unused tax losses available for offset
against suitable future profits of approximately US$4,613k (2024: US$2,405k).
A deferred tax asset has not been recognised in respect of such losses due to
uncertainty of future profit streams. The main rate of UK corporation tax
during the year ended 30 June 2025 was 25 per cent, however the Company has
applied the small profits rate being 19 per cent which is applicable to
companies with profits under £50,000 (2024: 19 per cent).
7. Intangible assets
Group Company
Prospecting and exploration rights Prospecting and exploration rights
US$'000 US$'000
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
Additions 8,103 3,033
Effect of foreign exchange 523 523
Balance at 30 June 2025 17,906 9,667
Intangible assets relate to exploration and evaluation project costs
capitalised as at 30 June 2025. Additions to project costs during the year
ended 30 June 2025 were in relation to projects in Nevada, USA. The
exploration projects comprise of the Pilot Mountain Project, Tempiute 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.
Considerable progress was made across Pilot Mountain 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 identification 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 initial assay results
generally confirming the position grades and thickness of the historical
Mineral Resource Estimate (MRE). On the Garfield Property during the year,
surface sampling and prospecting was reported by the Company including
high-grade epithermal gold vein structures along with elevated silver and
copper. The other projects in the Company portfolio were not significantly
active as the company focused on tungsten.
During the year, Guardian Metal added a second co-flagship project through the
acquisition of the option to purchase the historical Tempiute (Emerson)
tungsten mine in Lincoln County, Nevada. A Letter of Intent was signed on 31
October 2024, with the definitive agreement completed on 27 January 2025.
Since the acquisition, Guardian Metal has advanced preparatory workstreams at
Tempiute in support of a planned late summer 2025 drilling programme. The
combination of historical production, existing infrastructure, and new
exploration potential establishes Tempiute as a highly complementary asset to
Pilot Mountain, further strengthening Guardian Metal's ability to deliver
scale within a Nevada-based tungsten production hub. Compilation of the
extensive historical dataset from this former tungsten producing mine area was
progressed with initial 3D models developed to support planned future
exploration.
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.
8. Investments in subsidiaries
Non-current investments
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Investment in Golden Metal Resources LLC - -
Investment in Pilot Metals Inc. 5,880 5,880
Investment in BFM Resources Inc. 17 17
Total 5,897 5,897
During the year, the Group reviewed the classification of a loan receivable
from a subsidiary previously presented within current assets as 'amounts due
from group undertakings.' Management has determined that this balance forms
part of the net investment in the subsidiary, as there is no intention of
demanding payment in the foreseeable future. Accordingly, the loan has been
reclassified as a non-current asset within 'Investments in subsidiaries.'
Subsidiaries Activity Country of incorporation Ownership interest Registered office
Golden Metal Resources LLC Mining and exploration USA 100% of ordinary shares held directly 3800 Howard Hughes Parkway STE 1000, Las Vegas, NV 89169, USA
Pilot Metals Inc. Mining and exploration USA 100% of ordinary shares held directly 241 Ridge Street STE 210. Reno, NV 89501, USA
BFM Resources Inc. Mining and exploration USA 100% of ordinary shares held directly 241 Ridge Street STE 210. Reno, NV 89501, USA
9. Trade and other receivables
Group Company
As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
US$'000 US$'000 US$'000 US$'000
Receivables due from Group undertakings - - 5,194 26
VAT receivable 50 47 50 47
Other receivables 125 189 123 188
Trade and other receivables 175 236 5,368 261
11. Cash and cash equivalents
Group Company
As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
US$'000 US$'000 US$'000 US$'000
Bank balances 1,873 3,033 1,457 3,008
Cash and cash equivalents 1,873 3,033 1,457 3,008
12. Share capital
Number of ordinary shares
Year ended Year ended 30 June
30 June 2024
2025
Balance at beginning of year 109,832,217 85,000,255
Expenses settled in shares 170,000 617,647
Shares issued in relation to acquisition 150,000 -
Issued for cash 29,286,754 24,214,315
In issue at 30 June - fully paid (par value 0.1p) 139,438,971 109,832,217
Ordinary share capital
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Balance at beginning of year 1,346 1,043
Expenses settled in shares 2 -
Shares issued in relation to acquisition 2 -
Share issues 389 303
Balance at end of year 1,739 1,346
12. Share capital (continued)
Share premium
Year ended 30 June 2025 Year ended 30 June 2024
US$'000 US$'000
Balance at beginning of year 9,680 6,195
Expenses settled in shares 61 -
Shares issued in relation to acquisition 63
Share issues 7,882 3,542
Expenses relating to share issues (129) (57)
Balance at 30 June 17,557 9,680
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 15 August 2024, the Company announced it had completed a strategic
financing raising $2,762,667 (£2,154,075) through a direct subscription of
7,978,054 new ordinary shares of 1 pence each at a price of 27 pence per
share, representing 6.7% of the enlarged share capital of the Company.
On 15 November 2024, it was announced that the Company had issued 70,000 new
ordinary shares of 1 pence each in lieu of supplier fees to the value of
$26,597 (£21,000), at a price of 30 pence per share.
On 6 January 2025, the Company completed a strategic fundraise of $915,321
(£750,000) through the issue of 2,500,000 new ordinary shares of 1 pence each
in a placing with a single institutional investor at an issue price of 30
pence per share, representing 2% of the enlarged issued share capital of the
Company.
On 27 January, the Company announced it had signed an option agreement with
Hinkinite Resources LLC ("Hinkinite"), to acquire 100% of the Tempiute
Project, and issued 150,000 new ordinary shares as consideration to Hinkinite
at a price of 35 pence per share for a total of $65,222 (£52,500).
During the year ended 30 June 2025, the Company received notice to exercise
warrants over 16,408,700 new ordinary shares of 1 pence each at an exercise
price of 17 pence per warrant, raising $3,646,984 (£2,789,479), and notice to
exercise warrants over 2,500,000 new ordinary shares or 1 pence each at an
exercise price of 25 pence per warrant, raising $808,321 (£625,000) for the
Company.
Shares to be issued at 30 June 2024 were issued during the year, resulting in
a share capital and premium movement of $173,588 (£136,859).
13. Reserves
Accumulated losses
Accumulated losses comprise cumulative accounting profits and losses since
incorporation.
Share capital
The share capital comprises the issued ordinary shares of the Company at par
value.
Share premium
The share premium comprises the excess value recognised from the issue of
ordinary shares above par value.
Exchange reserve
The exchange reserve comprises exchange differences arising on translation of
assets from functional currency £ to presentational currency US$. As the
Group is primarily involved in the exploration and exploitation of mineral
resources in the US, the consolidated and Company financial statements are
presented in US$.
Share based payment reserve
The share based payment reserve comprises of amounts recognised for the fair
value of share options and warrants granted.
Capital contribution
The capital contribution represents the value of loans assigned from
subsidiary undertakings as part of a Group reorganisation. The loans were
acquired by the Company following the collapse of three Group companies,
namely Golden Metal Resources Australia Pty Ltd, Black Fire Industrial
Minerals Pty Ltd and Industrial Minerals (USA) Pty Ltd, and the acquisition of
debt due to Thor Mining Plc.
A Share Purchase Agreement (SPA) was entered into with Thor Mining Plc on 14
December 2021 for the acquisition of 1,256,350 ordinary shares in Black Fire
Industrial Minerals Pty Ltd by Golden Metal Resources Australia Pty Ltd. Debt
due to Thor Mining Plc from BFM Resources Inc. and Pilot Metals Inc. of
AUD$1,873k and AUD$2,064k respectively was acquired by Golden Metal Resources
Australia Pty Ltd during the transaction.
Following the transaction, Golden Metal Resources Australia Pty Ltd, Black
Fire Industrial Minerals Pty Ltd and Industrial Minerals (USA) Pty Ltd, all
previously subsidiaries of the Company, were deregistered or liquidated.
Intragroup debt amounting to US$5,897k, including the debt acquired from Thor
Mining Plc by Golden Metal Resources Australia Pty Ltd, was transferred to the
Company. This has been recognised as a capital contribution in these Financial
Statements.
Consideration of US$1,765k, comprising 48,118,920 ordinary shares and
12,500,000 warrants for ordinary shares in Power Metal Resources Plc and a
US$115k cash sum, was settled by Power Metal Resources Plc to Thor Mining Plc
on behalf of Golden Metal Resources Australia Pty Ltd.
The consideration paid by Power Metal Resources Plc of US$1,765k was recharged
to the Company and capitalised as an intangible asset.
14. 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$2,711k (2024: US$1,376k), and a
weighted average number of ordinary shares in issue of 123,960,520 (2024:
89,803,058). 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.
15. Share options and
warrants
Reconciliation of outstanding share options:
2025 Number of options Weighted average exercise price
(£'s)
Outstanding at 1 July 2024 6,004,860 0.13
Granted during the year 1,400,000 0.09
Outstanding at 30 June 2025 7,404,860 0.18
Exercisable at 30 June 2025 6,704,860 0.18
2024 Number of options Weighted average exercise price
(£'s)
Outstanding at 1 July 2023 2,104,860 0.11
Granted during the year 3,900,000 0.14
Outstanding at 30 June 2024 6,004,860 0.25
Exercisable at 30 June 2024 5,303,240 0.13
The weighted average contractual life of the options outstanding at the
reporting date is one year and 167 days (2024: two years and 95 days).
Exercise prices of share options outstanding at 30 June 2025 are 10.75p, 14p
and 40p.
The fair values of the options granted during the year were calculated using
the Black Scholes Model with the following assumptions:
Date granted September 2024 January 2025
Risk free interest rate 3.638% 4.107%
Expected volatility 68.297% 64.824%
Expected dividend yield 0% 0%
Life of the option 1.5 years 1.5 years
Share price at measurement date £0.305 £0.328
Fair value £69,877 £31,878
In the current year, expected volatility was calculated using the Company's
historical share price over the one-year period prior to the grant date,
whereas in the prior year it was based on the average volatility of five
similar companies in the same industry.
US$162k has been recognised as a share-based payment expense in the Statement
of Comprehensive Income related to portion of share options deemed to have
vested during the year.
Directors' Options
There were no options issued to Directors during the year.
Reconciliation of outstanding warrants
Number of warrants Weighted average exercise price
(£'s)
Outstanding at 1 July 2024 21,106,446 0.14
Granted during the year 4,209,027 0.40
Exercised (18,908,700) 0.18
Lapsed (102,750) 0.17
Outstanding at 30 June 2025 6,304,023 0.31
Exercisable at 30 June 2025 6,304,023 0.31
2024 Number of warrants Weighted average exercise price
(£'s)
Outstanding at 1 July 2023 36,840,444 0.14
Granted during the year 2,500,000 0.25
Exercised (16,964,315) (0.11)
Lapsed (1,269,683) (0.11)
Outstanding at 30 June 2024 21,106,446 0.18
Exercisable at 30 June 2024 21,106,446 0.18
The weighted average contractual life of the warrants outstanding is 260 days
(2024: 352 days).
Exercise prices of share options outstanding at 30 June 2025 are 10.75p, 17p,
37.5p and 40p.
The fair values of the warrants granted during the year were calculated using
the Black Scholes Model with the following assumptions:
Date granted January 2025 January 2025
Warrants granted 120,000 100,000
Risk free interest rate 4.240% 4.140%
Expected volatility 70% 69%
Expected dividend yield 0% 0%
Life of the option 1 year 1 year
Share price at measurement date £0.300 £0.350
Fair value £7,605 £8,296
The remaining warrants were issued in conjunction with the placing, therefore
the fair value is deemed to be included in the share price and have not been
valued separately.
Directors' warrants
There were no warrants issued to Directors during the year.
15. Trade and other payables
Group Company
As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
US$'000 US$'000 US$'000 US$'000
Trade payables 1,140 251 394 251
Other payables 65 54 22 54
Accrued expenses 571 521 322 521
Trade and other payables 1,776 826 738 826
16. Financial instruments
Financial risk management
Overview
The Group has exposure to the following risks arising from financial
instruments:
- credit risk
- liquidity risk
- market risk
This note presents information about the Group's exposure to each of the above
risks, the Group's objectives, policies and processes for measuring and
managing risk, and the Group's management of capital.
Risk management framework
The Company's board of Directors has overall responsibility for the
establishment and oversight of the Group's risk management framework.
The Group's risk management policies are established to identify and analyse
the risks faced by the Group, to set appropriate risk limits and controls, and
to monitor risks and adherence to limits. Risk management policies and systems
are reviewed regularly to reflect changes in market conditions and the Group's
activities. The Group, through its training, management standards and
procedures, aims to develop a disciplined and constructive control environment
in which all employees understand their roles and obligations.
Cost may be an appropriate estimation of fair value at the measurement date
only in limited circumstances, such as for a pre-revenue entity when there is
no catalyst for change in fair value, or if the transaction date is relatively
close to the measurement date. Other indicators include insufficient recent
information; a wide range of possible fair values and cost represents the best
estimate.
Financial instruments measured at fair value
The fair value hierarchy of financial instruments measured at fair value is
provided below. The different levels have been defined as follows:
- Quoted prices (unadjusted) in active markets for identical assets
or liabilities (level 1);
- Inputs other than quoted prices included within level 1 that are
observable for the asset or liability, either directly or indirectly (level
2); and
- Inputs for the asset or liability that are not based on observable
market data (that is, unobservable inputs) (level 3).
There have been no transfers between levels during the period. Additions to
level 3 during the period are valued based on cost of investment, for both the
Group and the Company.
17. Financial instruments (continued)
Financial assets carried at amortised cost
Group Company
As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
US$'000 US$'000 US$'000 US$'000
Cash and cash equivalents 1,873 3,033 1,457 3,008
Amounts due from related parties - - 11,092 5,923
1,873 3,033 12,549 8,931
Credit risk
Credit risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its contractual
obligations.
Exposure to credit risk
The carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date was as
follows:
Group Company
As at 30 June 2025 As at 30 June 2024 As at 30 June 2025 As at 30 June 2024
US$'000 US$'000 US$'000 US$'000
Trade and other receivables 125 189 11,215 6,112
Cash and cash equivalents 1,873 3,033 1,457 3,008
1,998 3,222 12,672 9,120
Liquidity risk is the risk that the Group will encounter difficulty in meeting
the obligations associated with its financial liabilities that are settled by
delivering cash or another financial asset. The Group's approach to managing
liquidity is to ensure, as far as possible, that it will always have
sufficient liquidity to meet its liabilities when due, under both normal and
stressed conditions, without incurring unacceptable losses or risking damage
to the Group's reputation.
The following are the contractual maturities of financial liabilities,
including estimated interest payments and excluding the impact of netting
agreements.
Non-derivative financial liabilities carried at amortised cost
Group
30 June 2025 Carrying amount 2 months More than 1 year
US$'000 or less 3-12 months US$'000
US$'000 US$'000
Trade and other payables 1,205 1,205 - -
1,205 1,205 - -
17. Financial instruments (continued)
Company
30 June 2025 Carrying amount 2 months More than 1 year
US$'000 or less 3-12 months US$'000
US$'000 US$'000
Trade and other payables 416 416 - -
416 416 - -
Exposure to credit risk
Group and Company
30 June 2024 Carrying amount 2 months More than 1 year
US$'000 or less 3-12 months US$'000
US$'000 US$'000
Trade and other payables 305 305 - -
305 305 - -
The Group reviews its facilities regularly to ensure that it has adequate
funds for operations and expansion plans.
Market risk
Market risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the Group's
income or the value of its holdings of financial instruments. The objective of
market risk management is to manage and control market risk exposures within
acceptable parameters, while optimising the return. Due to the nature of the
Group's operations, it will be mainly exposed to fluctuations in the price of
tungsten, copper and gold. The Group, where able, will look to hedge its
foreign currency exposure.
Currency risk
The Group operates internationally and is exposed to foreign currency risk
arising on cash and cash equivalents and receivables denominated in a currency
other than the respective functional currencies of Group entities. The
currencies in which these transactions primarily are denominated are Sterling
(GBP), Canadian Dollar (CAD) and Australian Dollar (AUD). The following
balances were held in foreign currency at the reporting date are:
Group Company
Net foreign currency financial 30 June 30 June 30 June 30 June
assets/(liabilities) 2025 2024 2025 2024
US$'000 US$'000 US$'000 US$'000
GBP 1,258 2,988 1,258 2,988
CAD - (84) - (84)
AUD (8) - (8) -
Total net exposure 1,250 2,904 1,250 2,904
Sensitivity analysis
A 10 per cent strengthening of sterling against the respective currencies at
30 June would have increased/(decreased) equity and profit or loss by the
amounts shown below:
Group and Company Profit and Loss Equity
30 June 30 June 30 June 30 June
2025 2024 2025 2024
US$'000 US$'000 US$'000 US$'000
GBP (126) (299) (126) (299)
CAD - 8 - 8
AUD 1 - 1 -
Total net exposure (125) (291) (125) (291)
A 10 per cent weakening of the sterling against the respective currencies
would have an equal but opposite effect.
Capital risk management
The Group's policy is to maintain a strong capital base to maintain investor,
creditor and market confidence and to sustain future development of the
business. The capital structure of the business consists of cash and cash
equivalents, debt and equity, which at 30 June 2025 for the Group totalled
US$18,178k (2024: US$11,723k) and for the Company totalled US$21,651k (2024:
US$14,451k). The total cash and cash equivalents is set out above and in note
11. Debt comprises various items which are set out above and in note 16.
Fair values and carrying amounts
The carrying values of financial assets and liabilities are all approximate to
their fair values per the statement of financial position.
17. Related parties
Intragroup debt amounting to US$5,897k (2024:US$5,897k), including the debt
acquired from Thor Mining Plc by Golden Metal Resources Australia Pty Ltd, was
transferred to the Company following a Group re-organisation in the period
ending June 2022. The amount receivable from Pilot Metals Inc. and BFM
Resources Inc. as at 30 June 2025 amounted to US$5,897k (2024: US$5,897k).
There is no interest charged on the intragroup debt, management do not expect
to demand repayment in the foreseeable future. Therefore it is deemed part of
the net investment in the subsidiaries and classed as non-current.
Loans from the substantial shareholder, Power Metals Resources Plc included
£250k received in April 2024, which was repaid in full in January 2025. The
total balance at year end is $nil.
During the year, transactions totalling $4.9m, including a management charge
for director fees totalling $120k (£88k) (2024: $Nil) which related to work
performed were transferred to Golden Metal Resources LLC, the Company's wholly
owned subsidiary (2024: US$32k). The total balance owing at the year end is
$4.9m (2024: US$25k).
Transactions with key management personnel:
During the year the Company paid US$31.1k (2024: US$30.2k) to MBB Trading Pty
Ltd, a company in which M Billing has a beneficial interest in, for his
director services. These fees are in line with his Director contract.
During the year the Company paid US$50.8k (2024: US$22.4k) to The Zephyr Group
LLC, a company in which JT Starzecki has a beneficial interest in, for his
director services. These fees are in line with his Director contract.
18. Capital commitments
The Company has 100 per cent ownership of the Pilot Mountain, Garfield and
Stonewall, and Kibby Basin lithium projects, and an earn-in option for up to
100 per cent of the Tempiute Project and up to 100 per cent of the Golconda
Summit Project.
On 21 May 2021, the Company became the operator of the Golconda Summit Project
when it entered into an Assignment and Assumption Agreement with GR Silver
Mining and the Company was also assigned the Golconda Option Agreement to
earn-in up to 100 per cent. GR Silver Mining historically entered into the
Golconda Option Agreement to acquire 100 per cent title and interest with
Eureka Resources, a private Nevada based company. Under the terms of the
Assignment and Assumption Agreement, the Company has assumed the obligation to
pay the remaining liability of US$275,000 due under the Golconda Option
Agreement to Eureka Resources. Eureka Resources holds a 1 per cent net smelter
royalty over the Golconda Summit Project which can be bought back at any time
by the Company within one year after commencement of production for
US$1,000,000.
Annual payments of US$50,000 are payable by the Company on or before 11 August
of each of 2023, 2024, 2025, 2026 and 2027 and the Company holds an option to
purchase the leased claims for US$335,000, less the amount of annual payments
made. Guardian Metal is committed to approximately $10,000 per annum for
vehicle management costs/claim related fees.
On 17 June 2021, Golden Metal Resources LLC acquired the Garfield and
Stonewall Projects from the Sunrise Resources Group. Under the terms of the
Acquisition Agreements, the Sunrise Resources Group retain a 2 per cent
royalty over the Garfield and Stonewall Projects. 1 per cent of each project
royalty may be repurchased by the Company for US$1,000,000 at any time.
Guardian Metal is committed to approximately $32,000 per annum for vehicle
management costs/claim related fees in relation to Garfield, and approximately
$4,000 per annum in relation to Stonewall.
On 1 November 2021, the Company acquired Black Fire Industrial Minerals Pty
Ltd from Thor Mining Plc in order to acquire the Pilot Mountain Project.
Certain mining claims within the Pilot Mountain Project are subject to a two
per cent royalty held Nevada Select Royalty based on actual proceeds from the
sale of minerals. In addition, Nevada Select Royalty is entitled to receive
non-refundable prepayments in respect of the Pilot Metals Royalty at a current
rate of US$40,000 per annum. Guardian Metal is committed to approximately
$32,000 per annum for vehicle management costs/claim related fees.
In January 2025, the Company signed an option agreement to purchase 100 per
cent of the Tempiute Tungsten Project. During the term of the agreement, the
Company is committed to paying the owner US$25,000 every six months, which is
to be netted against the purchase price should the Company elect to exercise
its option. Further, the Company shall pay the owner US$25,000 on the fifth
anniversary of the deed and on each succeeding anniversary until the Company
commences commercial production of minerals from the property. Each payment
represents an advance payment of any royalties due to the owner. The agreement
allows the Company to terminate at any time without incurring additional
liabilities beyond payments accrued up to the termination date. As such, no
liability for future payments has been recognised in the financial statements.
The Company is not committed to any costs in relation to the Kibby Basin
Project.
19. Post balance sheet events
On 23 July 2025, the Company announced that its wholly owned subsidiary,
Golden Metal Resources LLC, had been approved for an award of US$6.2 million
by the United States Department of Defense under Title III of the Defense
Production Act. The award will support the advancement of the Pilot Mountain
Project, including funding a comprehensive pre-feasibility study and key
environmental studies.
On the same date, the Company announced the successful completion of a
strategic equity fundraising, raising gross proceeds of approximately US$21
million (GBP £15.6 million) through the issue of 25,495,000 new ordinary
shares at a price of £0.60 per share. The fundraising was led by the
Company's largest shareholder, UCAM Limited, and will support development work
at both Pilot Mountain and Tempiute, including resource drilling, engineering
studies, and permitting.
On 25 July 2025, the Company reported the exercise of 2,094,996 warrants,
raising a total of approximately US$380k (GBP £294k). The exercises included
participation from certain directors of the Company and increased the total
issued share capital to 150,812,301 ordinary shares.
On 28 July 2025, the Company announced the expansion of the Tempiute Project
through the acquisition of additional claims, including the historical
Schofield open pit mine. The acquisition, completed for US$40k extends the
mineralised strike length at Tempiute to approximately 3km and is held
royalty-free.
On 19 August 2025, the Company announced that its significant shareholder,
Power Metal Resources plc had sold its remaining 24,699,825 ordinary shares in
Guardian Metal for £13,584,904 representing a price of 55p per Sale Share to
an investment fund managed by Duquesne Family Office LLC.
On 26 August 2025, the Company announced that it has become a member of the
Defense Industrial Base Consortium (DIBC) and the Cornerstone Program. As
Guardian Metal continues to pursue partnership opportunities to strengthen its
relationship with the U.S. Government, it has joined these groups as another
step forward in its progress.
On 8 September 2025, the company announced that it intends to undertake an
offering for ordinary shares (or ADRs) in the United States and complete a
related listing on a US securities exchange, with the offering and listing
expected to be completed during H1 2026.
On 12 September 2025, the Company announced the exercise of warrants over
40,000 new ordinary shares of 1 pence each in the Company at an exercise
price of 37.5p per Warrant Share, raising £15,000 for the Company.
On 26 September 2025, the Company announced the exercise of warrants over
80,000 new ordinary shares of 1 pence each in the Company at an exercise
price of 37.5p per Warrant Share, raising £30,000 for the Company.
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 visit www.guardianmetalresources.com
(http://www.guardianmetalresources.com) or contact the following:
Guardian Metal Resources plc Tel: +44 (0) 20 7583 8304
Oliver Friesen (CEO)
Cairn Financial Advisers LLP (Nominated Adviser) Tel: +44 (0) 20 7213 0880
Sandy Jamieson/Jo Turner/Louise O'Driscoll
Tamesis Partners LLP (Lead Broker) Tel: +44 (0) 20 3882 2868
Charlie Bendon/ Richard Greenfield
Tavistock (Financial PR) Tel: +44 (0) 7920 3150/ +44 (0) 7788 554035
Emily Moss/Josephine Clerkin guardianmetal@tavistock.co.uk
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