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REG - Guardian Metal Rsrc. - Issue of Shares and Options and Directors Dealings

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RNS Number : 8732M  Guardian Metal Resources PLC  24 December 2025

24 December 2025

Guardian Metal Resources plc

('Guardian Metal' or the 'Company')

Issue of Shares under STIP, Grant of Options and Directors' Dealings

 

Guardian Metal Resources plc (LON:GMET OTCQB:GMTLF), a strategic mineral
exploration and development company focused on Nevada, US, announces that as
part of the Company's STIP awards for 2025, the Company is issuing 229,249 new
ordinary shares ("STIP Shares")  to directors who are participants in the
scheme.

The Company has also granted options over 3,850,000 new ordinary shares  of 1
pence each in the Company("Ordinary Shares")  to certain Directors,
employees and consultants to subscribe for new Ordinary Shares at an exercise
price of approximately £1.31 (based on +20% of 30 day VWAP to 23 December
2025)  with a life to expiry of 3 years from their vesting date, 50 per cent
of which will vest immediately and 50 per cent with a vesting date of 24
December 2026  (the "Options").

STIP Shares

A total of 229,249 new ordinary shares have been granted to Guardian Metal
board directors (the "STIP Shares") at a value of approximately £1.05 per
share, based on the 30-day VWAP on close of trading on 19 December 2025. The
STIP Shares, along with a summary of existing ordinary shares held are
outlined in the table below:

 

 Director        Existing Ordinary Shares held  STIP Shares Issued  Number of Shares held post STIP  %age of Enlarged Issued Share Capital
 Oliver Friesen  973,814                        86,743              1,060,557                        0.63%
 J.T. Starzecki  Nil                            107,906             107,906                          0.06%
 Mark Burnett    386,939                        11,953              398,892                          0.24%
 Ben Hodges      115,010                        22,647              137,657                          0.08%
                                                229,249

 

Grant of Options

Details on the grant of options are provided below and recognise the immense
contribution made by the team to the rapid development of the Company and the
strategic current value of its broad-spectrum natural resource focused
exploration and development portfolio. A portion (£250,000) of the options
granted to Oliver Friesen are covered under the UK's Enterprise Management
Incentive (EMI) scheme. This does not impact the overall number of new options
granted, rather provides a one-time tax advantage for him under the scheme.

2,225,000 of the Options have been granted to Guardian Metal board directors
(the "Director Options"). The Director Options, along with a summary of
existing options held are outlined in the tables below. In addition, a new
pool totalling 1.625 million Options has been granted to Guardian Metal
employees and advisors, to be allocated in line with the Board's instructions
to non-Board team members, and with the same terms as the Director Options.

 

Existing options held by Directors

 Director                     Existing options held  Exercise price (p)  Expiry
 Oliver Friesen               2,104,859              10.75               03.05.26
 Oliver Friesen               500,000                14.00               21.12.26
 J.T. Starzecki               500,000                14.00               21.12.26
 Mark Burnett                 500,000                14.00               21.12.26
 Ben Hodges                   Nil
 Michael Schlumpberger        Nil
 Total Existing options held  3,604,859

Director Options Granted

 Director               Options Granted  Total Options Held
 Oliver Friesen         625,000          3,229,859
 J.T. Starzecki         500,000          1,000,000
 Mark Burnett           400,000          900,000
 Ben Hodges             400,000          400,000
 Michael Schlumpberger  300,000          300,000
 Total                  2,225,000        5,829,859

 

The relevant PDMR disclosures are included below.

 

ADMISSION AND TOTAL VOTING RIGHTS

Application will be made for the 229,249 STIP Shares to be admitted to trading
on AIM which is expected to occur on or around 2 January 2026 ("Admission").
The STIP Shares will rank pari passu in all respects with the ordinary shares
of the Company currently traded on AIM.

Following Admission, the Company's issued share capital will comprise
168,728,216 ordinary shares of 1p each. This number will represent the total
voting rights in the Company and may be used by shareholders as the
denominator for the calculation by which they can determine if they are
required to notify their interest in, or a change to their interest in, the
Company under the Financial Conduct Authority's Disclosure and Transparency
Rules.

 

For further information visit www.guardianmetalresources.com
(https://eur01.safelinks.protection.outlook.com/?url=http%3A%2F%2Fwww.guardianmetalresources.com%2F&data=05%7C02%7CIvan.Briechle%40berenberg.com%7C00f8da6b9ebe494759a408de16cf75af%7Cf8a4d5212a2d4e94ab56260dada38157%7C0%7C0%7C638973277459723926%7CUnknown%7CTWFpbGZsb3d8eyJFbXB0eU1hcGkiOnRydWUsIlYiOiIwLjAuMDAwMCIsIlAiOiJXaW4zMiIsIkFOIjoiTWFpbCIsIldUIjoyfQ%3D%3D%7C0%7C%7C%7C&sdata=YCUT5g%2FIzKmUMa8S8T%2FXjZycrbY%2FtedE6ZaVAn%2BDcEM%3D&reserved=0)
 or contact the following:

 Guardian Metal Resources plc                 Tel: +44 (0) 20 7583 8304

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

 Nominated Adviser

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

 Joint Broker and Financial Adviser

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

 Joint Broker

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

 Financial PR                                 +44 (0) 7788 554035

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

 

About Guardian Metal Resources

Guardian Metal Resources PLC (LON: GMET, OTCQX: GMTLF) is a strategic mineral
exploration company driving the revival of U.S. mined tungsten production and
strengthening America's defense metal independence. The Company is advancing
two co-flagship tungsten projects, Pilot Mountain, one of the largest
undeveloped tungsten deposits in the U.S. and Tempiute, formerly America's
largest producing tungsten operation, both located in Nevada, one of the
top-rated mining jurisdictions in the U.S.

In July 2025, the U.S. Department of War (DoW) under Title III of
the Defense Production Act of 1950, as amended, invested US$6.2M in Golden
Metal Resources (USA) LLC, a wholly-owned subsidiary of Guardian Metal
Resources PLC, to support the Pilot Mountain PFS. The Company has announced
plans to pursue a U.S. listing in the first half of 2026.

Tungsten is a strategic metal critical to the defense, energy transition,
technology, and industrial sectors. In the context of shifting geopolitical
dynamics and tightening Chinese export restrictions, Guardian is well
positioned to play a leading role in re-establishing a secure, domestically
mined U.S. supply chain for this vital defense metal.

 

PDMR DISCLOSURE

The notifications below, made in accordance with the requirements of the EU
Market Abuse Regulation, provide further detail on the director's share
dealings.

 

PDMR - STIP Shares

 Details of the person discharging managerial responsibilities / person closely
 associated

 Name

                                                              1.   Oliver Friesen

                                                              2.   J.T. Starzecki

                                                              3.   Mark Burnett

                                                              4.   Ben Hodges

 Reason for the notification

 Position/status

                                                              1.   Chief Executive Officer

                                                              2.   Executive Chairman

                                                              3.   Non-Executive Director

                                                              4.   Finance Director

 Initial notification /Amendment

                                                              Initial Notification

 Details of the issuer, emission allowance market participant, auction
 platform, auctioneer or auction monitor

 Name

                                                              Guardian Metal Resources plc

 LEI

                                                              213800J4SKZAMUEPGW34

 Details of the transaction(s): section to be repeated for (i) each type of
 instrument; (ii) each type of transaction; (iii) each date; and (iv) each
 place where transactions have been conducted

 Description of the financial instrument, type of instrument  ordinary shares of 1p each

 Identification code                                          ISIN: GB00BPQY8R36

 Nature of the transaction

                                                              Issue of Shares

 Price(s) and volume(s)
                                                                        Price(s)         Volume(s)
                                                                        1.   105.31p     86,743

                                                                        2.   105.31p     107,906

                                                                        3.   105.31p     11,953

                                                                        4.   105.31p     22,647

 Aggregated information

 - Aggregated volume                                          229,249

 - Price                                                      105.31p

 Date of the transaction                                      24 December 2025

 Place of the transaction                                     Off Market

 

PDMR - Options

 

 

 1    Details of the person discharging managerial responsibilities / person closely

    associated

 a)   Name

                                                                   5.   Oliver Friesen

                                                                   6.   J.T. Starzecki

                                                                   7.   Mark Burnett

                                                                   8.   Ben Hodges

                                                                   9.   Michael Schlumpberger

 2    Reason for the notification

 a)   Position/status

                                                                   5.   Chief Executive Officer

                                                                   6.   Executive Chairman

                                                                   7.   Non-Executive Director

                                                                   8.   Finance Director

                                                                   9.   Non-Executive Director

 b)   Initial notification /Amendment

                                                                   Initial Notification

 3    Details of the issuer, emission allowance market participant, auction

    platform, auctioneer or auction monitor

 a)   Name

                                                                   Guardian Metal Resources plc

 b)   LEI

                                                                   213800J4SKZAMUEPGW34

 4    Details of the transaction(s): section to be repeated for (i) each type of

    instrument; (ii) each type of transaction; (iii) each date; and (iv) each
      place where transactions have been conducted

 a)   Description of the financial instrument, type of instrument  ordinary shares of 1p each

      Identification code                                          ISIN: GB00BPQY8R36

 b)   Nature of the transaction

                                                                   Issue of Options

 c)   Price(s) and volume(s)

                                                                                     Price(s)          Volume(s)
                                                                                     5.   131.37p      625,000

                                                                                     6.   131.37p      500,000

                                                                                     7.   131.37p      400,000

                                                                                     8.   131.37p      400,000

                                                                                     9.   131.37p      300,000

 d)   Aggregated information

      - Aggregated volume                                          2,225,000

      - Price                                                      131.37p

 e)   Date of the transaction                                      24 December 2025

 f)   Place of the transaction                                     Off Market

 

 

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