Issue of Shares and Options and Directors Dealings

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 or contact the following:

Guardian Metal Resources plc Oliver Friesen (CEO)	Tel: [phone]
Cairn Financial Advisers LLP Nominated Adviser Sandy Jamieson/Jo Turner/Louise O'Driscoll	Tel: [phone]
Berenberg Joint Broker and Financial Adviser Jennifer Lee/Ivan Briechle	Tel: [phone]
Tamesis Partners LLP Joint Broker Charlie Bendon/Richard Greenfield	Tel: [phone]
Tavistock Financial PR Emily Moss/Josephine Clerkin	Tel: [phone] / [phone] [e-mail]

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 2.   105.31p 3.   105.31p 4.   105.31p	86,743 107,906 11,953 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 6.   131.37p 7.   131.37p 8.   131.37p 9.   131.37p	625,000 500,000 400,000 400,000 300,000
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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