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

Guardian Metal ResourcesAnnouncement

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RNS Number : 4637X  Guardian Metal Resources PLC  20 March 2026

March 20, 2026

Guardian Metal Resources plc

 

("Guardian Metal" or the "Company")

 

Guardian Metal Announces Pricing of Upsized U.S. Initial Public Offering

 

Guardian Metal Resources plc (LON:GMET OTCQX:GMTLF), a U.S.-focused
exploration-stage company focused on tungsten in Nevada, United States, is
pleased to announce the pricing of its initial public offering in the United
States of 4,444,400 American Depositary Shares ("ADSs"), representing
22,222,000 new ordinary shares ("ADS Shares"), at an initial public offering
price of $13.50 per ADS for gross proceeds of approximately $60 million,
before underwriting discounts and commissions and offering expenses. All ADSs
sold in the initial public offering were offered by Guardian Metal.

 

Guardian Metal has granted the underwriters a 45-day option to purchase up to
an additional 666,660 ADSs. The offering is expected to close on March 24,
2026, subject to customary closing conditions.

The ADSs are expected to begin trading on the NYSE American on March 20, 2026
under the ticker symbol "GMTL".

 

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

 

Tamesis Partners LLP is acting as capital markets advisor to Guardian Metal.

 

A registration statement relating to these securities became effective on
March 19, 2026. The offering is being made only by means of a prospectus. When
available, copies of the final prospectus related to the offering can be
obtained from: BMO Capital Markets Corp., Attn: Equity Syndicate Department,
151 W 42nd Street, 32nd Floor, New York, NY 10036, or by email at
bmoprospectus@bmo.com (mailto:bmoprospectus@bmo.com) .
 

 

ADMISSION AND TOTAL VOTING RIGHTS

 

Application will be made for the ADS Shares to be admitted to trading on AIM,
which is expected to occur on or around March 24, 2026 ("Admission"). The ADS
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
190,950,216 ordinary shares of £0.01 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 Guidance and
Transparency Rules.

 

For the avoidance of doubt, such prospectus will not constitute a "prospectus"
for the purposes of (i) Regulation (EU) 2017/1129 (the "EU Prospectus
Regulation") and will not have been reviewed by any competent authority in any
EU member state or (ii) the UK's Public Offers and Admissions to Trading
Regulations 2024 (the "POATRs") and will not have been reviewed by the
Financial Conduct Authority. A registration statement relating to the ADSs has
been filed with, and declared effective by, the U.S. Securities and Exchange
Commission (the "SEC"). Copies of the registration statement can be accessed
through the SEC's website at www.sec.gov (http://www.sec.gov) . This
announcement does not constitute or form part of an offer to sell or issue, or
a solicitation of an offer to subscribe for or buy securities. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer, solicitation, sale or commitment
whatsoever in any jurisdiction in which such offer, solicitation, sale or
commitment would be unlawful prior to registration or qualification under the
securities laws of that jurisdiction.

 

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

 

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

 

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

 

Forward Looking Statements

 

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

 

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

 

For further information in the United States contact the following:

 

 Edelman Smithfield                  guardianmetal@edelmansmithfield.com

 Financial PR in the United States

 

For further information in the United Kingdom contact the following:

 

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

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

 Nominated Adviser

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

 Joint Broker and Financial Adviser

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

 Joint Broker

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

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

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

 

About Guardian Metal Resources

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

 

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