Guardian Metal Resources Finalizes Director Share Option Grants After UK Trading Restriction Ends

Overview of Guardian Metal Resources’ Tungsten Projects and Strategy

Guardian Metal Resources plc is advancing two key tungsten projects in Nevada, a leading U.S. mining jurisdiction. The Pilot Mountain project is one of the largest undeveloped tungsten deposits in the U.S., while the Tempiute project is located at the site of America's former largest tungsten producer. These assets underpin the Company’s strategy to bolster domestic U.S. tungsten supply.

On 20 March 2026, Guardian Metal achieved a major milestone by listing on NYSE American, complementing its existing listings on London’s AIM and the OTCQB, creating a three-exchange presence. In July 2025, the U.S. Department of War invested US$6.2 million in Guardian Metal’s wholly owned subsidiary Golden Metal Resources (USA) LLC under the Defense Production Act to support the Pilot Mountain Pre-Feasibility Study. This government backing highlights tungsten’s strategic importance for defense and supply chain security.

Mark Thorpe’s Option Grant Following Non-Executive Director Appointment

Following the end of the UK Market Abuse Regulation trading restriction on 14 July 2026, Guardian Metal granted 400,000 share options to Non-Executive Director Mark Thorpe. These options were agreed upon at his appointment on 21 May 2026 with an exercise price of a32.55, matching the closing AIM share price at that time. The options have a three-year expiry from the grant date.

The vesting schedule is two-tiered: 100,000 options vested immediately upon grant, with the remaining 300,000 vesting on 21 November 2026, six months after appointment. This structure supports director retention and continuity during key operational phases of the Nevada projects.

Completion of Michael Schlumpberger’s Option Grant

Guardian Metal finalized the previously approved option arrangements for Non-Executive Director Michael Schlumpberger by granting the final 100,000 options from his total 400,000 entitlement. Appointed on 3 November 2025, his options carry an exercise price of a31.31, reflecting the AIM closing price on that date. The initial 300,000 options were granted in December 2025, with the last tranche released after the trading restriction lifted.

The full 400,000 options have a three-year expiry from their respective vesting dates. The vesting is split evenly between immediate vesting and deferred vesting on 24 December 2026, balancing immediate incentive with ongoing alignment.

CEO Oliver Friesen’s Option Adjustment for EMI Qualification Issue

Guardian Metal addressed a historical tax treatment issue concerning CEO Oliver Friesen’s original option grant under the Enterprise Management Incentive (EMI) scheme. The initial EMI Option Deed dated 3 May 2023 granted Mr. Friesen options over 2,104,859 shares at 10.75 pence per share, intended to qualify for EMI tax advantages.

Later analysis revealed the original options did not meet EMI qualification under UK tax law, creating a significant deviation from the intended economic terms. The remuneration committee reviewed and approved corrective measures to restore Mr. Friesen’s intended position.

Corrective EMI Option Grant and Extended Exercise Period for CEO

To resolve the issue, Guardian Metal granted Mr. Friesen an EMI option for 181,817 shares, the statutory individual limit under UK law, at the original exercise price of 10.75 pence. Additionally, the exercise period for the original options was extended by five years, from 3 May 2028 to 3 May 2031, providing longer access to the options.

The arrangement also includes a tax indemnity protecting Mr. Friesen against net tax costs arising from the original options’ EMI disqualification, capped at the net tax cost had the options been exercised on the original expiry date.

Trading Restriction Lift Enabled Formal Option Grants

The formal grant of all director share options followed the closure of a restricted trading period under UK Market Abuse Regulation rules, which ended on 14 July 2026. This regulatory framework ensures directors do not trade during periods of material non-public information, maintaining market integrity.

The timing of the grants immediately after the restriction lifted confirms all terms were pre-approved, with only formal grant execution pending. This process safeguards against option grants being influenced by temporary information asymmetry.

Strategic Importance of Tungsten Supply Amid Geopolitical Challenges

Tungsten is critical across defense, energy transition, technology, and industrial sectors. Geopolitical tensions and Chinese export restrictions have intensified efforts to diversify tungsten supply and develop domestic production, especially in the United States. Guardian Metal’s Nevada projects align with national strategic goals to secure reliable domestic tungsten sources.

The U.S. Department of War’s investment under the Defense Production Act signals official commitment to tungsten supply security and reducing reliance on foreign sources. Guardian Metal’s director compensation arrangements, including these option grants, occur within this context of strategic national significance.

Regulatory Compliance and Multi-Exchange Trading Structure

Guardian Metal Resources is listed on NYSE American (GMTL), London AIM (GMET), and OTCQB (GMTLF), offering investors diverse trading venues and liquidity. The multi-exchange presence, established after the 20 March 2026 NYSE American listing, reflects the Company’s commitment to accessibility across North American and UK markets.

All director option grants comply with UK Market Abuse Regulation closed periods and were approved by the remuneration committee and board, ensuring governance standards and alignment with shareholder interests. The announcement promotes transparency around director equity incentives.

Investor Implications and Option Exercise Outlook

The director option grants create potential share dilution scenarios at various exercise prices: Mark Thorpe’s at a32.55, Michael Schlumpberger’s at a31.31, and Oliver Friesen’s at 10.75 pence. Vesting schedules combine immediate and deferred vesting dates from November to December 2026, distributing exercise opportunities over time.

The exercise prices reflect historical share valuations at appointment dates, providing benchmarks for evaluating share price performance since then. The corrective EMI grant and extended exercise period for CEO Friesen support long-term management alignment through 3 May 2031. No immediate share price impact was publicly evident.