Issue of Shares and Options and Directors Dealings
Guardian Metal Resources plc announced the issuance of 229,249 new ordinary shares under its STIP awards to directors at approximately £1.05 per share, with admission expected around January 2, 2026, increasing the total issued share capital to 168,728,216 shares. Additionally, the company granted options over 3,850,000 new ordinary shares to directors, employees, and consultants at an exercise price of approximately £1.31, with 50% vesting immediately and the remainder on December 24, 2026. These transactions, including the STIP shares and options, represent a significant increase in director and employee equity participation.
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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.
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 | |
| Name | Guardian Metal Resources plc | |
| LEI | 213800J4SKZAMUEPGW34 | |
| 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 |
| a) | Name | Guardian Metal Resources plc |
| b) | LEI | 213800J4SKZAMUEPGW34 |
| 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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