Director and CEO option changes at Guardian Metal Resources (NYSE American: GMTL)

Rhea-AI Filing Summary

Guardian Metal Resources PLC implemented previously approved share option arrangements with directors and its CEO after a closed trading period ended on 14 July 2026. The company granted 681,817 new options over ordinary shares of 1 pence each to certain directors.

Non-Executive Director Mark Thorpe received an option over 400,000 shares at an exercise price of £2.55, with 100,000 vesting immediately and 300,000 on 21 November 2026, expiring three years from grant. Non-Executive Director Michael Schlumpberger received a remaining 100,000-share option tranche at £1.31, vesting half immediately and half on 24 December 2026.

For CEO Oliver Friesen, an original option over 2,104,859 shares at 10.75p did not qualify for enterprise management incentive tax treatment. To restore the intended economics, the company granted an EMI option over 181,817 shares at 10.75p, extended the original option’s exercise period by five years to 3 May 2031, and agreed a capped tax indemnity.

Key Figures

Total new director options: 681,817 options Mark Thorpe option size: 400,000 shares Mark Thorpe exercise price: £2.55 per share +5 more

8 metrics

Total new director options 681,817 options Previously approved options granted after closed period ending 14 July 2026

Mark Thorpe option size 400,000 shares Non-Executive Director option at £2.55 exercise price, granted from 21 May 2026

Mark Thorpe exercise price £2.55 per share Exercise price equal to AIM closing price on MT commencement date

Michael Schlumpberger remaining options 100,000 shares Final tranche granted at £1.31 exercise price under November 2025 appointment

CEO original option size 2,104,859 shares Original option to CEO at 10.75p exercise price under EMI Option Deed

CEO EMI option size 181,817 shares New EMI option to CEO at 10.75p, up to £250,000 EMI limit

EMI individual limit £250,000 Statutory maximum value of shares for a single EMI option holder

Extended option expiry 3 May 2031 New expiry date after extending CEO’s original option exercise period by five years

Key Terms

closed trading period, UK MAR, enterprise management incentive, EMI option Deed, +2 more

6 terms

closed trading period regulatory

"Following the end of a closed trading period on 14 July 2026 under UK MAR"

UK MAR regulatory

"Following the end of a closed trading period on 14 July 2026 under UK MAR"

UK MAR is the UK Market Abuse Regulation, a set of laws designed to prevent insider trading, market manipulation and other dishonest practices in financial markets while setting rules for how companies must disclose important information. It matters to investors because it helps ensure a fair playing field and timely, reliable disclosures so price changes reflect real news rather than secret deals—think of it as the rulebook that keeps the market honest and predictable.

enterprise management incentive regulatory

"did not qualify to receive the tax advantaged treatment normally associated with EMI options"

A government-approved employee share option program that lets qualifying smaller companies grant tax-advantaged options to key staff, allowing those employees to buy shares at a fixed price in the future. It matters to investors because it helps companies attract and keep managers by linking pay to company value—like giving team members a stake in the outcome—which can affect share dilution, future earnings per share, and incentives that drive company performance.

EMI option Deed regulatory

"Under the original EMI Option Deed dated 3 May 2023, prior to the IPO"

Defense Production Act regulatory

"under Title III of the Defense Production Act of 1950, as amended"

A U.S. law that lets the federal government prioritize, allocate, and financially support the production and supply of goods and services needed for national defense or major emergencies. For investors, it can quickly change a company’s sales outlook and production plans by directing contracts, speeding approvals, or providing subsidies—like a city mayor telling factories which products to make during a crisis—so affected companies may see rapid revenue or cost shifts.

pre-feasibility study (PFS) technical

"to support the Pilot Mountain PFS"

A pre-feasibility study (PFS) is an early but structured assessment of a proposed project that estimates its likely costs, revenues, timeline and main technical risks to see if the idea can work economically. It is more detailed than a concept note but less detailed than a full feasibility study, so investors use it as a reality check and to decide whether to commit more time or money. Think of it as a rough blueprint and budget estimate that helps weigh potential returns and key uncertainties before deeper investment.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What share option arrangements did Guardian Metal Resources (GMTL) implement in July 2026?

Guardian Metal Resources implemented previously approved share option arrangements, granting 681,817 options over ordinary shares to directors after a closed trading period ended on 14 July 2026. The grants cover Non-Executive Directors Mark Thorpe and Michael Schlumpberger on terms agreed at their appointments.

What options were granted to Non-Executive Director Mark Thorpe at Guardian Metal Resources (GMTL)?

Mark Thorpe received an option over 400,000 ordinary shares at an exercise price of £2.55, matching the AIM closing price on 21 May 2026. 100,000 options vest immediately and 300,000 vest on 21 November 2026, with a three-year life from the grant date.

What are the details of Michael Schlumpberger’s option grant at Guardian Metal Resources (GMTL)?

Under his appointment terms, Michael Schlumpberger became entitled to 400,000 options at £1.31 per share. After a 300,000 grant in December 2025, the remaining 100,000 options have now been granted, with 50% vesting immediately and 50% vesting on 24 December 2026.

How were CEO Oliver Friesen’s original options adjusted by Guardian Metal Resources (GMTL)?

Oliver Friesen’s original option over 2,104,859 shares at 10.75p did not qualify for EMI tax status. The company extended the exercise period by five years to 3 May 2031, granted additional EMI options, and agreed a capped indemnity for his net tax cost.

What new EMI options did Guardian Metal Resources (GMTL) grant to CEO Oliver Friesen?

To align with UK EMI rules, the company granted an EMI option over 181,817 ordinary shares at 10.75p, representing the maximum allowed under the £250,000 individual EMI limit. This grant is part of restoring the intended economic position from the original option deed.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 OF THE SECURITIES EXCHANGE ACT OF 1934

17 July, 2026

Commission File Number 001-43199

Guardian Metal Resources PLC

c/o Orana Corporate LLP

25 Eccleston Place

London SW1W 9NF

United Kingdom

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ___

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ____

Guardian Metal Resources PLC

On 17 July, 2026, Guardian Metal Resources PLC issued a press release titled “Implementation of Share Option Arrangements”

A copy of the press release is attached hereto as Exhibit 99.1.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized.

Guardian Metal Resources PLC

(Registrant)

Date: 17 July, 2026		By: /s/ Oliver Friesen
		Name: Oliver Friesen
		Title: Chief Executive Officer

Exhibit Index

Exhibit	Description of Exhibit
99.1	Implementation of Share Option Arrangements dated 17 July, 2026.

17 July 2026

Guardian Metal Resources plc

('Guardian Metal' or the 'Company')

Implementation of Previously Approved Share Option Arrangements

Guardian Metal Resources plc (NYSE.A: GMTL, LON: GMET, OTCQB: GMTLF), a strategic exploration company focused on tungsten in Nevada, USA, announces the formal implementation of previously approved share option arrangements with certain directors of the Company. Following the end of a closed trading period on 14 July 2026 under UK MAR, previously approved 681,817 new share options ("Options") over the Company's ordinary shares of 1 pence each ("Ordinary Shares") have now been granted to these directors on the terms described below.

Grant of Options Pursuant to Directors' Terms of Appointment

Pursuant to the terms agreed on his appointment, on 21 May 2026 (the "MT commencement date"), an option over 400,000 Ordinary Shares has been granted to Non-Executive Director Mark Thorpe, each at an exercise price of £2.55, such exercise price being the closing price of the Company's Ordinary Shares on AIM on the MT commencement date. The Options have a life to expiry of three years from the date of grant, with 100,000 vesting immediately and 300,000 vesting six months after his appointment, on 21 November 2026.

In addition, pursuant to the terms agreed on his appointment on 3 November 2025 (the "MS commencement date") Non-Executive Director Michael Schlumpberger became entitled to the grant of options over 400,000 Ordinary Shares in the Company, each at an exercise price of £1.31, such exercise price being the closing price of the Company's Ordinary Shares on AIM on the MS commencement date.  An option over 300,000 Ordinary Shares was granted in December 2025. An option over the remaining 100,000 Ordinary Shares under option has now been granted to Mr Schlumpberger, at the same exercise price of £1.31 per share, as previously agreed, per the terms of his original 3 November 2025 appointment. The Options have a life to expiry of three years from their respective vesting dates, with 50 per cent vesting immediately and 50 per cent vesting on 24 December 2026.

Grant of Options and Extension of Existing Options

Under the original EMI Option Deed dated 3 May 2023, prior to the Company's initial public offering and admission to AIM, it was intended that the option granted over 2,104,859 Ordinary Shares by the Company to Chief Executive Officer Oliver Friesen, each at an exercise price of 10.75p, would qualify as enterprise management incentive ("EMI") options (the "Original Option"). It was subsequently established that, under applicable UK tax regulations, the Original Option did not qualify to receive the tax advantaged treatment normally associated with EMI options.

Following consideration of this issue and pursuant to remuneration arrangements proposed by the remuneration committee and approved by the directors, in order to best restore Oliver Friesen to the same economic position intended by the Company at the time of execution of the original EMI Option Deed, the Company determined (i) to grant an EMI option over the maximum number of Ordinary Shares possible up to the statutory £250,000 individual limit, being 181,817 Ordinary Shares, to Chief Executive Officer Oliver Friesen, each at an exercise price of 10.75p; (ii) to extend the exercise period of the Original Options by five years to 3 May 2031; and (iii) to indemnify Mr Friesen for the net tax cost arising from the Original Options not qualifying as enterprise management incentive options, subject to a cap equal to the net tax cost that would have arisen had the Original Options been exercised on the original expiry date.

For further information visit www.Guardianmetalresources.com or contact the following:

Guardian Metal Resources plc Oliver Friesen (CEO)	Tel: +44 (0) 20 7583 8304
Cairn Financial Advisers LLP Nominated Adviser Sandy Jamieson/Jo Turner/Louise O'Driscoll	Tel: +44 (0) 20 7213 0880
Berenberg Joint Broker and Financial Adviser Jennifer Lee/Ivan Briechle	Tel: +44 (0) 20 3207 7800
Tamesis Partners LLP Joint Broker Charlie Bendon/Richard Greenfield	Tel: +44 (0) 20 3882 2868
Tavistock Financial PR in the UK Emily Moss/Josephine Clerkin	Tel: +44 (0) 7920 3150 / +44 (0) 7788 554035 guardianmetal@tavistock.co.uk
Edelman Smithfield Financial PR in the US	guardianmetal@edelmansmithfield.com

About Guardian Metal Resources

Guardian Metal Resources PLC (NYSE.A: GMTL, LON:GMET, OTCQB: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 United States.

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 completed a U.S. listing on the NYSE American on March 20, 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 Metal is well positioned to play a leading role in re-establishing a secure, domestically mined U.S. supply chain for this vital defense metal.