REG - Guardian Metal Rsrc. - Option to Acquire Tempiute Tungsten Project Signed

Guardian Metal ResourcesAnnouncement

27/01/2025 07:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20250127:nRSa7631Ua&default-theme=true

RNS Number : 7631U  Guardian Metal Resources PLC  27 January 2025

27 January 2025

Guardian Metal Resources plc

('Guardian Metal' or the 'Company')

Option to Acquire Former Producing Tempiute Tungsten Project Signed

Guardian Metal Resources plc (LON:GMET, OTCQX:GMTLF), a strategic development
and mineral exploration company focused in Nevada, USA, is pleased to announce
that it has completed the required due diligence and now signed the Definitive
Exploration Lease and Option to Purchase Agreement ("Definitive" or the
"Agreement") with Hinkinite Resources LLC ("Hinkinite" or the "Optionor") for
the Tempiute Tungsten Project ("Tempiute" or the "Project"). Tempiute, also
formerly known as the Emerson Tungsten Mine, is located in south-central
Nevada less than 240 km north of Las Vegas in Lincoln County.

Highlights:

§   Signing of the Agreement marks a significant step forward for Guardian
Metal in its mission to lead reshoring efforts for critical metals in the
U.S., specifically tungsten, aligning with U.S. president Donald Trump's plan
of 'Unleashing American Energy'.

 

§   Tempiute, a historical tungsten producer as recently as the late 1980s,
boasts extensive in-place infrastructure and lies almost entirely within
patented (private) mining claims, providing a robust foundation for rapid
redevelopment.

 

§  The Company's Chairman, CEO, select advisers and members of Guardian
Metal's engineering team will be completing a site visit to Tempiute in the
second week of February with a goal of immediately aligning on next key steps
to advance the Project with groundwork expected to commence shortly
thereafter.

 

Oliver Friesen, CEO of Guardian Metal, commented:

 

"We are very pleased to have finalised the Agreement allowing for a 100%
acquisition of the former producing Tempiute/Emerson Tungsten Project.
Importantly, this asset, along with our Pilot Mountain tungsten project,
represents a significant holding of U.S.-domiciled tungsten projects located
in the mining friendly state of Nevada. We are positioned as a leader in U.S.
tungsten at a critical time following the declaration of a 'National Energy
Emergency 'as well as the 'Unleashing American Energy' Executive Order signed
by President Donald Trump; both of which point to the U.S. urgency to reshore
its mined supply chains of critical metals including tungsten.

"Tempiute has been a domestic U.S. tungsten producer during multiple periods
over the last 100 years, and we strongly believe, given the significant
tailwinds across the U.S. critical metals space, that it can under Guardian's
guidance once again supply U.S. consumers with tungsten that has been mined in
America."

Further Details:

 

Hinkinite is a privately owned and operated Utah-based company focused on the
prospecting and development of precious, base-metal and industrial material
deposits as well as on revitalising historic mining operations located
throughout the western United States.

A Letter of Intent to acquire the Project was signed on 31 October 2024 the
details of which are outlined in the below:

https://www.londonstockexchange.com/news-article/GMET/loi-re-strategic-nevada-tungsten-project/16740965
(https://www.londonstockexchange.com/news-article/GMET/loi-re-strategic-nevada-tungsten-project/16740965)

Following this, a due diligence update was provided on 18 December 2024 the
details of which are outlined in the below:

https://www.londonstockexchange.com/news-article/GMET/tempiute-mine-mill-project-due-diligence-update/16816727
(https://www.londonstockexchange.com/news-article/GMET/tempiute-mine-mill-project-due-diligence-update/16816727)

Commercial Terms:

 

§  As the definitive agreement (the "Definitive" or "Definitive Agreement")
to acquire the Option has now been signed, a cash payment of US$50,000 will be
made to Hinkinite along with the issue to Hinkinite of 150,000 ordinary shares
in Guardian Metal ("Consideration Shares") within the coming days.

 

§  Until such time as the Option is exercised or the Definitive Agreement
is terminated, Guardian Metal will pay Hinkinite a cash payment of US$25,000
at the end of each six-month period following the date of the Definitive
Agreement.

 

§  In order to exercise the Option, Guardian Metal will be required, (i)
within three (3) years of the date of the Definitive Agreement, to establish
on the Property a "mineral resource" of tungsten trioxide (WO(3)) with a
minimum cut off grade of 0.4%, prepared in accordance with either the CIM
Definition Standards on Mineral Resources and Mineral Reserves adopted by CIM
Council, as amended, or the Australasian Code for Reporting of Exploration
Results, Mineral Resources and Ore Reserves (the "Maiden Resource"), and (ii)
within five (5) business days of the announcement of the Maiden Resource to
pay Hinkinite a bonus of US$100,000 for each 3,100 tons (WO(3) metal) of such
Maiden Resource (the "Bonus Payment"), equal to US$1,000,000 for a 31,000 ton
(WO(3) metal) Maiden Resource, up to a maximum Bonus Payment of US$2,000,000.
Guardian Metal may, in its sole discretion, satisfy up to 50% of the Bonus
Payment by issuing to Hinkinite ordinary shares in Guardian Metal at a deemed
price per share equal to the volume weighted average trading price of Guardian
Metal's ordinary shares on the London Stock Exchange for the last ten (10)
trading days ("10-day VWAP") calculated as of the date of the announcement of
the Maiden Resource, converted from pounds sterling to United States dollars
using the Bank of England daily spot exchange rate as of the date of the
announcement.  In the event that Guardian Metal does not establish a Maiden
Resource and make the Bonus Payment within three (3) years of the date of the
Definitive Agreement, the Definitive Agreement will terminate and Hinkinite
will retain a 100% interest in the Property.

 

§  Upon Guardian Metal having established a Maiden Resource and payment of
the Bonus Payment, Guardian Metal will be deemed to have acquired a 100%
interest in the Project. Hinkinite will retain a limited license to explore
for and mine industrial minerals, such as sand, gravel and limestone, on the
Property at its own cost and risk, subject to Guardian Metal's prior and
superior right to explore for, develop and mine other minerals on the Project.

 

§  Upon exercise of the Option, Guardian Metal will grant Hinkinite a
production royalty equal to 1.5% of the net smelter returns from all mineral
production from the Project (the "NSR Royalty"). Guardian Metal may, at any
time after the grant of the NSR Royalty, repurchase 50% of the NSR Royalty for
a one time payment of US$1,000,000 by Guardian Metal to Hinkinite, payable at
the option of Guardian Metal in cash or in Guardian Metal ordinary shares at a
deemed price per share equal to the 10-Day VWAP converted from pounds sterling
to United States dollars using the Bank of England daily spot exchange rate
calculated as of the date that Guardian Metal provides notice to Hinkinite of
its election to repurchase. The balance of the NSR Royalty after repurchase
will be 0.75% of the net smelter returns from all mineral production on the
Project.

Media

Figure 1: Nevada location map showing position of the Company's 100% owned
Pilot Mountain Project and Tempiute.

 

Figure 2: View over the Project's Millsite claims showing the location of the
mill building (centre), maintenance shack (left), and office/bathhouse, 3000KW
substation and water tank (right).

 

Figure 3: One of the Project's (six) high-grade sulphide rich stockpiles.

 

Application will be made for the 150,000 Consideration Shares to be admitted
to trading on AIM which is expected to occur on or around 30 January 2025
("Admission"). The Consideration Shares will rank pari passu in all respects
with the ordinary shares of the Company currently traded on AIM.

Following Admission of the Consideration Shares and of the 931,873 Warrant
Shares issued and announced on 24 January 2025, the Company's issued share
capital will comprise 126,422,687 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.

 

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

 

 

Forward Looking Statements

This announcement contains forward-looking statements relating to expected or
anticipated future events and anticipated results that are forward-looking in
nature and, as a result, are subject to certain risks and uncertainties, such
as general economic, market and business conditions, competition for qualified
staff, the regulatory process and actions, technical issues, new legislation,
uncertainties resulting from potential delays or changes in plans,
uncertainties resulting from working in a new political jurisdiction,
uncertainties regarding the results of exploration, uncertainties regarding
the timing and granting of prospecting rights, uncertainties regarding the
timing and granting of regulatory and other third party consents and
approvals, uncertainties regarding the Company's or any third party's ability
to execute and implement future plans, and the occurrence of unexpected
events.

Actual results achieved may vary from the information provided herein as a
result of numerous known and unknown risks and uncertainties and other
factors.

For further information visit www.Guardianmetalresources.com
(http://www.goldenmetalresources.com) or contact the following:

 Guardian 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
 Shard Capital Partners LLP                   Tel: +44 (0) 20 7186 9000

 Lead Broker

 Damon Heath/Erik Woolgar

 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  AGRBFMBTMTBTTJA