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 September, 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.
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
September, 2026, Guardian Metal Resources PLC issued a press
release titled “Audited Financial
Results for the Year Ended 30 June 2026.”
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 September, 2026
|
|
By: /s/
Oliver Friesen
|
|
|
|
Name:
Oliver Friesen
|
|
|
|
Title:
Chief Executive Officer
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Exhibit Index
|
Exhibit
|
Description of Exhibit
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99.1
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Audited
Financial Results for the Year Ended 30 June 2026 dated 17 September,
2026.
|
17
September 2026
Guardian Metal Resources plc
(‘Guardian Metal’ or the
‘Company’)
Audited Financial Results for the Year Ended 30 June
2026
Guardian
Metal Resources plc (NYSE.A: GMTL, LON: GMET, OTCQB: GMTLF), a
strategic exploration and development company focused on tungsten
in Nevada, USA, is pleased to announce its consolidated audited
results for the year ended 30 June 2026, for the Company and its
subsidiaries (together, the “Group”).
The
full financial report will be available online immediately on the
Company’s website and should be read in conjunction with this
announcement.
Highlights: from the year under review
●
Received a US$6.2
million investment from the U.S. Department of War under Title III
of the Defense Production Act of 1950 to support the advancement of
the Company's 100%-owned Pilot Mountain Tungsten project in Nevada
and completion of the project's Pre-Feasibility Study
(“PFS”).
●
Completed the Pilot
Mountain PFS, demonstrating robust project economics, including an
after-tax NPV of US$660.3 million and an IRR of 59.6% using the
base case tungsten price*, representing an
important milestone towards the potential redevelopment of domestic
mined tungsten production in the U.S.
●
Delivered a maiden
S-K 1300 Mineral Resource Estimate (“MRE”) for Pilot
Mountain in December 2025, followed by an upgraded MRE in June 2026
along with the Pre-feasibility Study. 97% of the Indicated
Resources were subsequently converted into Probable Reserves
totalling 11.8Mt.
●
Completed total
equity fundraisings of US$89.3 million, including an upsized
Initial Public Offering on the NYSE American, raising gross
proceeds of approximately US$68.3 million.
●
Expanded the
Company's land position at Tempiute through additional claim
staking, including the historical Schofield open-pit mine plus
other areas of interest.
●
Acquired property
and water rights from Lincoln Estates Group LLC, securing 841 acres
of real property as well as 2,540 acre-feet of annual water rights,
building on existing, in-place usable infrastructure at Tempiute to
strengthen the foundation for potential development.
●
Advanced
exploration activities at Tempiute through an extensive drilling
programme, with initial visual observations supporting the
continuity and scale potential of multiple skarn zones beyond the
historical underground mined area.
* Base case utilizes a tungsten price of US$197,300 per tonne of
WO3, representing a ~35% discount to the mid-price for ammonium
paratungstate ("APT") as quoted by Fastmarkets MB-W-0001 of
US$304,000 per tonne of WO3 as of 12 June 2026. The mid-price as of
26 June 2026 was US$307,500 per tonne of WO3. All prices are for
APT with the study assuming a payable factor of 82% for tungsten
concentrate.
Oliver Friesen, Chief Executive Officer,
commented:
“This has been another transformational year for Guardian
Metal Resources. We continue to establish ourselves as a leading
US-focused tungsten developer at a time when the strategic
importance of secure domestic critical mineral supply has never
been clearer.
"At Pilot Mountain, we achieved two of the most significant
milestones in the Project's history: the publication of our maiden
Mineral Resource Estimate (MRE), which we have since updated,
followed by a positive Pre-Feasibility Study (PFS). The PFS was
funded by a $6.2 million investment from the Department of War in
July 2025, and we greatly value the Department's continued support,
which underscores the Pilot Mountain project's strategic importance
to US critical minerals supply. To our knowledge, Pilot Mountain is
the only tungsten project in the US with a completed S-K 1300
compliant PFS, positioning us to target first production in Q4
2028. We have also made meaningful progress at Tempiute, advancing
our mission to restore reliable domestic tungsten supply through
our two Nevada-based projects.
"Our NYSE listing and successful fundraising were further pivotal
moments for the Company, providing a strong platform from which to
advance our strategy.
"The progress we have made this year has strengthened our
conviction in the potential of our tungsten projects. We are well
placed to build on this momentum as we work towards establishing
the first domestic source of mined tungsten in the US in more than
a decade."
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). The Directors of the Company are
responsible for this announcement.
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, and, as a result, are subject to
certain risks and uncertainties, including general economic, market
and business conditions, competition for qualified staff, the
regulatory process and actions, technical issues, new legislation,
potential delays or changes in plans, uncertainties resulting from
operating in a new political jurisdiction, uncertainties regarding
the results of exploration, the timing and granting of prospecting
rights, the timing and granting of regulatory and other third party
consents and approvals, Guardian Metal’s or any third
party’s ability to execute and implement future plans, and
the occurrence of unexpected events.
Forward-looking
statements are subject to risks and uncertainties, including those
described in the Company’s filings with the U.S. Securities
and Exchange Commission. 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.
This
announcement 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 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/Eliza Logan
|
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 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.2 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.
CHAIRMAN’S STATEMENT
Guardian
Metal entered the 2026 financial year with a clear purpose: to
advance its two Nevada tungsten projects and establish the
financial, technical and organisational platform required for their
development. Over the course of the year, the Company delivered
substantial progress against that objective. We secured significant
funding, strengthened our leadership and operating capability,
expanded our presence in the U.S. capital markets through a listing
on the NYSE American, and completed the Pilot Mountain PFS on time.
Together, these achievements have materially strengthened the
foundations of the business and positioned Guardian Metal for its
next phase of growth.
A
defining feature of the year was the continued development of the
Company's leadership capability, both at Board level and on the
ground in Nevada. We welcomed Mr Michael X. Schlumpberger and Dr
Mark Thorpe as Non-Executive Directors, bringing extensive
operational, permitting, technical and executive experience across
the mining and critical minerals sectors. We also expanded our
Nevada-based team, further strengthening the technical and
operating capabilities required to support the Pilot Mountain PFS
and advance Tempiute.
The
combination of capital markets, mining, technical and corporate
expertise within Guardian Metal has been essential as the Company
transitions from exploration towards development. The Board
believes the quality and experience of the team is now one of
Guardian Metal’s principal differentiators. The Pilot
Mountain PFS was led by the Company's in-house team in
collaboration with Samuel Engineering and specialist consultants,
demonstrating our ability to combine strong internal ownership with
high-quality external expertise.
We
continued to build our Nevada operating platform around our core
assets, increased project activity and a growing local presence.
This work is important not only to the advancement of Pilot
Mountain and Tempiute, but also to the establishment of Guardian
Metal as a credible, long-term participant in Nevada's mining
industry.
Execution
was equally evident at project level. Pilot Mountain progressed
through resource definition, engineering and technical study work
towards completion of the PFS, while Tempiute continued to advance
as a complementary asset with the potential to contribute
meaningfully to a future domestic U.S. tungsten supply
chain.
Throughout
the year, Guardian Metal remained disciplined and focused. Our
capital and management attention were directed towards Pilot
Mountain and Tempiute and the opportunity to help re-establish a
secure domestic U.S. tungsten supply chain at a time when mineral
security has become increasingly important to both defence and
industry.
That
strategy is underpinned by the quality and strategic relevance of
our assets. We believe Pilot Mountain, our flagship project, is one
of the largest known undeveloped tungsten deposits in the U.S. and
positions us to potentially become a key domestic
supplier.
The
Company's NYSE American IPO in March 2026, together with the
associated US$68.3 million fundraise, represented another important
strategic step. It aligned Guardian Metal’s capital markets
presence more closely with its U.S.-based assets and broadened
access to investors in the market most relevant to the Company's
long-term development strategy. In the Board's view, this was not
simply a financing event; it was an important part of positioning
Guardian Metal within the U.S. critical minerals
ecosystem.
Looking
ahead, our priorities are clear. We intend to build on the
successful Pilot Mountain PFS and advance engineering and
permitting, and in parallel, we will continue to advance Tempiute
in a disciplined manner, while maintaining a strong focus on
capital allocation, execution, and shareholder value.
Guardian
Metal has entered its next phase with an experienced team, a
demonstrated ability to deliver and a strategy that is coherent,
focused and well aligned with the long-term tungsten market and
geopolitical environment. The Company ends FY2026 better funded,
better positioned and more strategically relevant than at any point
in its history.
On
behalf of the Board, I would like to thank our employees, advisers,
partners and government stakeholders for their contribution during
the year, and our shareholders for their continued support. We have
made substantial progress in FY2026 and look forward to building on
that momentum in the year ahead.
Sincerely,
J.T. Starzecki
Executive Chairman
CEO STATEMENT
The
year under review has been one of significant progress for Guardian
Metal Resources Plc ("Guardian Metal" or the "Company"), as we
continued to advance our strategy of establishing a domestic source
of mined tungsten in the United States, which would be the first in
over a decade.
During
the year, we achieved multiple important operational and corporate
milestones. Most notably, in July 2025, the U.S. Department of War
under Title III of the Defense Production Act of 1950 (“DPA
Title III”) invested US$6.2 million in Golden Metal
Resources, LLC, our wholly owned U.S. subsidiary, to support the
advancement of the Pilot Mountain project. The investment
represented a major endorsement of both the strategic importance of
the project and the growing recognition of tungsten as a critical
mineral for U.S. defense and industrial supply chains.
Supported
by this investment, we delivered a Pre-Feasibility Study
(“PFS” or the “Study”) for Pilot Mountain,
which demonstrated robust project economics and marked an important
step in the project's progression towards development. Alongside
this, we continued to advance exploration activities across our
portfolio, including an expanded drilling programme at Tempiute and
initial investigations into the historical tailings and legacy ore
stockpiles present on the property.
The
year also marked an important milestone for the Company from a
capital markets perspective. In March 2026, Guardian Metal
completed an upsized Initial Public Offering on the NYSE American,
broadening our access to U.S. investors and strengthening our
presence in the market. This market presence will ultimately
underpin the development of our Nevada-based tungsten
projects.
Against
a backdrop of increasing geopolitical uncertainty and continued
focus on securing domestic critical mineral supplies, Guardian
Metal is well positioned to play an important role in restoring
mined tungsten production in the United States for the first time
in over a decade.
Key developments during the year ended 30 June 2026
●
Received a US$6.2
million investment from the U.S. Department of War under Title III
of the Defense Production Act of 1950 to support the advancement of
the Company's 100%-owned Pilot Mountain Tungsten project in Nevada
and completion of the project's PFS.
●
Completed the Pilot
Mountain PFS, demonstrating robust project economics, including an
after-tax NPV of US$660.3 million and an IRR of 59.6% using the
base case tungsten price assumption of US$197,300 per tonne of
WO3,
representing an important milestone towards the potential
redevelopment of domestic mined tungsten production in the
U.S.
●
Delivered a maiden
S-K 1300 Mineral Resource Estimate (“MRE”) for Pilot
Mountain in December 2025, followed by an upgraded MRE in June 2026
along with the Pre-feasibility Study. 97% of the Indicated
Resources were subsequently converted into Probable Reserves
totalling 11.8Mt.
●
Completed total
equity fundraisings of US$89.3 million, including an upsized
Initial Public Offering on the NYSE American, raising gross
proceeds of approximately US$68.3 million.
●
Expanded the
Company's land position at Tempiute through additional claim
staking, including the historical Schofield open-pit mine plus
other areas of interest.
●
Acquired property
and water rights from Lincoln Estates Group LLC (“Lincoln
Estates”), securing 841 acres of real property as well as
2,540 acre-feet of annual water rights, building on existing,
in-place usable infrastructure at Tempiute to strengthen the
foundation for potential development.
●
Advanced
exploration activities at Tempiute through an extensive drilling
programme, with initial visual observations supporting the
continuity and scale potential of multiple skarn zones beyond the
historical underground mined area.
Pilot Mountain
The
receipt of a US$6.2 million investment from the U.S. Department of
War under Title III of the Defense Production Act represented a
defining milestone for Guardian Metal during the year. The award
recognised the strategic importance of advancing domestic tungsten
production in the United States and provided important support for
the completion of the Pilot Mountain PFS
At a
time when securing domestic supply of critical minerals has emerged
as a clear priority, the study demonstrated robust economics using
conventional open-pit mining methods and confirmed the
project’s potential to become a strategically significant
domestic source of mined tungsten. Guardian Metal is focused on the
next steps of the Pilot Mountain project to advance from a PFS,
through permitting a mine, mine construction and development, and
tungsten production.
The PFS
outlines production of approximately 15,916 tonnes of WO₃
over an initial eight-year mine life, generating after-tax free
cash flow of US$1.058 billion. Based on the PFS’s base case
tungsten price assumption of US$197,300 per tonne of WO3, Pilot Mountain
is forecast to deliver an after-tax net present value of US$660.3
million at an 8% discount rate and an internal rate of return of
59.6%, with a forecast capital payback period of approximately one
year from first commercial production. We believe these results
demonstrate the strength of the project and its potential to become
a meaningful contributor to future U.S. tungsten supply,
reinforcing defense supply chain resilience.
During
the period under review, we continued the expansion of the Pilot
Mountain's in-ground resources. The current reserve base comprises
11.8 million tonnes of Probable Reserves containing 20,275 tonnes
of WO₃ derived from only two of the Project’s
at-surface tungsten skarn-zones; Desert Scheelite and
Garnet.
While
the PFS represents an important milestone, we continue to see
considerable opportunity to expand Pilot Mountain beyond its
current development plan. Exploration completed during the year
identified several additional drill-ready targets, that represent
potential pathways to increase the resource base and extend mine
life. In particular, the Good Hope and Gunmetal Zones are highly
prospective, while the blind discovery of the Tremor Zone during
routine condemnation drilling further highlights the exploration
potential across the broader Pilot Mountain project
area.
Drilling
at the Tremor Zone commenced in June 2026 and will continue
alongside ongoing Definitive Feasibility Study and permitting and
exploration programmes. We believe the combination of a robust
economic study together with multiple opportunities for future
resource growth provides a strong platform for creating long-term
value as we advance Pilot Mountain through the Definitive
Feasibility Study and into our goal of commercial
production.
Tempiute
Alongside
the continued advancement of Pilot Mountain, we made significant
progress at Tempiute during the year, further demonstrating the
strategic value of this historic tungsten district and its
potential to scale our Nevada-based tungsten offering.
Tempiute
has a long history of tungsten production, having been operated
most recently by Union Carbide during the 1980s, and was at one
time one of the largest producing tungsten mine in the United
States. As a result, Tempiute benefits from established
infrastructure and a well-documented operating history, providing a
robust foundation for future development.
Our
exploration activities during the year focused on improving our
understanding of the scale and potential of the mineralised system.
Diamond drilling confirmed the continuity of multiple, stacked
skarn zones beyond the historical underground workings, supporting
our view that Tempiute offers considerable exploration upside. In
parallel, we advanced geophysical, geochemical, and metallurgical
studies, so broadening our understanding of the asset and informing
future exploration and development programmes.
To
further strengthen Tempiute’s long-term development
potential, we completed the acquisition of property and water
rights from Lincoln Estates in June 2026. The acquisition includes
841 acres of freehold land together with 2,540 acre-feet of annual
water rights, complementing the existing infrastructure at Tempiute
and enhancing the Company's ability to advance future development
activities. Securing these strategic land and water rights
represents an important step in de-risking Tempiute and supporting
its long-term redevelopment.
We
continued to evaluate opportunities that could represent
opportunities for nearer-term tungsten production. Historical
mining operations at Tempiute have left legacy tailings and ore
material at surface, and our initial assessment confirmed the
presence of tungsten mineralisation. Further technical work is now
underway to better understand both the characteristics and economic
potential of these tailings areas. In addition to supporting the
long-term development of Tempiute, these investigations may present
opportunities for earlier tungsten production, complementing our
broader strategy of re-establishing a secure domestic tungsten
supply chain within the United States.
Taken
together, the progress achieved at Tempiute during the year has
endorsed our confidence in the long-term potential of the project.
Combined with Pilot Mountain, we believe the asset provides
Guardian Metal Resources with a compelling Nevada-based portfolio
of advanced tungsten projects capable of supporting the future
development of a secure, domestic tungsten industry in the United
States.
Market Outlook
The
imposition of tungsten export controls by China in February 2025
caused a significant and ongoing tightening of supply outside of
China. Amongst other restrictions on critical mineral exports and
ongoing geopolitical tensions, this has driven renewed critical
mineral policies within the U.S. These policy initiatives are aimed
at improving supply chain resilience, reducing reliance on foreign
sources of critical minerals and supporting domestic mining,
processing and manufacturing capacity. Tungsten is well aligned
with these objectives, given its importance to defense, industrial
and advanced manufacturing applications and the lack of recent
mined production within the United States.
Against
this backdrop, Guardian Metal is well positioned. Pilot Mountain
and Tempiute represent two advanced tungsten projects located in
Nevada, a well-established mining jurisdiction with existing
downstream processing capability. This combination provides the
Company with an important opportunity to lead the re-establishment
of domestic mined tungsten production and support the development
of a U.S. tungsten supply chain based entirely on U.S.
soil.
While
commodity markets inevitably remain subject to cyclical and
geopolitical influences, we believe the fundamentals for tungsten
remain compelling. Continued investment in defense, infrastructure
and advanced manufacturing, with an increasing focus on U.S.
critical mineral security, provides a supportive backdrop for the
advancement of our projects.
Capital Markets
Alongside
our operational achievements, we strengthened the Company's capital
markets position during the year.
Following
the US$6.2 million investment from the DPA Title III office, we
completed an approximately US$21 million equity fundraise. This
funding provided additional capital resources to continue to
advance both Pilot Mountain and Tempiute at pace.
A
further milestone was achieved in March 2026 with Guardian Metal's
successful admission to trading on the NYSE American. The upsized
Initial Public Offering, which raised gross proceeds of
approximately US$68.3 million, broadened our shareholder base and
established a strong platform from which to engage with U.S.
investors.
Our
U.S. listing reflects the evolution of Guardian Metal into a
company whose principal assets, operational focus and strategic
importance are centred in the U.S. We believe this enhanced U.S.
capital markets presence positions the Company well to support the
continued advancement of its projects.
Financial Highlights
As at
30 June 2026, the Group held cash balances of $52.459 million
(2025: $1.873 million).
The
Group reported a loss for the year of $10.043 million (2025: loss
of $2.711 million). Cash used in operating activities totalled
$5.977 million (2025: $1.122 million), while investment in the
Group's mining assets amounted to $26.470 million (2025: $8.038
million).
The
Group remains well-funded to progress its key strategic objectives,
supported by the successful capital raises completed during the
year and the continued disciplined allocation of capital across its
development portfolio.
Outlook
The
progress achieved during the year has significantly advanced
Guardian Metal's objective of re-establishing domestic mined
tungsten production in the United States.
With
the successful completion of the Pilot Mountain Pre-Feasibility
Study, our focus has now shifted towards permitting and completion
of a Definitive Feasibility Study. In parallel, exploration
programmes across the Good Hope, Gunmetal and Tremor zones (plus
others) provide opportunities to enhance the Pilot Mountain's
resource base and support longer-term growth.
At
Tempiute, we will continue to progress exploration, technical
studies and development planning. Our strategic partnership with
the Montana Mining Association to collaborate on a tungsten mining
and recovery pilot program, using legacy ore from Tempiute as U.S.
feedstock source, represents a tangible step toward near-term
tungsten production based entirely on U.S. soil.
We
believe Guardian Metal enters the new financial year from a
position of considerable strength. The Company has two highly
prospective tungsten projects in Nevada, a strengthened balance
sheet, an expanded U.S. capital markets presence, and increasing
strategic relevance within the critical minerals sector. As global
focus on secure domestic supply chains continues to grow, we remain
committed to advancing our projects responsibly and creating
long-term value for shareholders.
Closing Remarks
The
progress achieved during the year reflects the dedication,
technical expertise, and commitment of our employees, consultants
and partners. I would like to thank everyone involved for their
hard work and professionalism throughout the year.
I would
also like to thank our shareholders for their continued confidence
and support. Their commitment has enabled Guardian Metal to deliver
a series of important milestones and to strengthen its position as
we continue to advance our projects.
Finally,
I would like to acknowledge the support of the U.S. Department of
War in providing the Title III investment that enabled completion
of the Pilot Mountain PFS. We are grateful for the confidence
placed in Guardian Metal and for the Department's continued support
of initiatives that strengthen domestic critical mineral supply
chains in the United States.
As we
look ahead, we remain resolutely focused on advancing our mission
to reshore mined tungsten production in the U.S. and will continue
to prioritize disciplined execution and lasting value creation.
Finally, we treat the Company money like it’s our own as we
drive for value for shareholders in the delivery of tungsten in the
United States.
Oliver Friesen
Chief Executive Officer
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE
YEAR
ENDED 30 JUNE 2026
|
Note
|
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Year ended 30 June 2024
US$’000
|
|
Continuing operations
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
-
|
|
-
|
|
-
|
|
Gross profit
|
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Other
operating income
|
|
|
23
|
|
2
|
|
-
|
|
Administrative
expenses
|
5
|
|
(8,362)
|
|
(2,719)
|
|
(1,376)
|
|
Listing
and admission expenses
|
5
|
|
(2,189)
|
|
-
|
|
-
|
|
Loss from operating activities
|
|
|
(10,528)
|
|
(2,717)
|
|
(1,376)
|
|
|
|
|
|
|
|
|
|
|
Other
income
|
|
|
42
|
|
-
|
|
-
|
|
Finance
income
|
|
|
448
|
|
6
|
|
-
|
|
Finance
expense
|
|
|
(5)
|
|
-
|
|
-
|
|
Loss before taxation
|
|
|
(10,043)
|
|
(2,711)
|
|
(1,376)
|
|
|
|
|
|
|
|
|
|
|
Taxation
|
8
|
|
-
|
|
-
|
|
-
|
|
Loss for the year from continuing operations
|
|
|
(10,043)
|
|
(2,711)
|
|
(1,376)
|
|
Other comprehensive (loss)/ income
Items
that will or may be reclassified to profit or loss;
|
|
|
|
|
|
|
|
|
Exchange
translation
|
|
|
(597)
|
|
908
|
|
(13)
|
|
Total other comprehensive (loss)/income
|
|
|
(597)
|
|
908
|
|
(13)
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
|
|
(10,640)
|
|
(1,803)
|
|
(1,389)
|
|
|
|
|
|
|
|
|
|
|
Earnings
per share from continuing operations attributable to the ordinary
equity holder of the parent:
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share ($)
|
18
|
|
(0.03)
|
|
(0.02)
|
|
(0.02)
|
|
|
|
|
|
|
|
|
|
|
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
|
|
|
30 June 2026
|
|
30 June 2025
|
|
|
|
Note
|
|
US$’000
|
|
US$’000
|
|
|
Assets
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
|
|
Intangible
assets
|
9
|
|
41,022
|
|
17,906
|
|
|
Property,
plant and equipment
|
10
|
|
45
|
|
-
|
|
|
Other
non-current assets
|
11
|
|
358
|
|
-
|
|
|
Total non-current assets
|
|
|
41,425
|
|
17,906
|
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
Trade
and other receivables
|
13
|
|
1,499
|
|
175
|
|
|
Award
receivable
|
14
|
|
1,896
|
|
|
|
|
Cash
and cash equivalents
|
15
|
|
52,459
|
|
1,873
|
|
|
Total current assets
|
|
|
55,854
|
|
2,048
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
97,279
|
|
19,954
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
Trade
and other payables
|
20
|
|
3,646
|
|
1,776
|
|
|
Total current liabilities
|
|
|
3,646
|
|
1,776
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
3,646
|
|
1,776
|
|
|
|
|
|
|
|
|
|
|
Net assets
|
|
|
93,633
|
|
18,178
|
|
|
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
|
|
Share
capital
|
16
|
|
2,482
|
|
1,739
|
|
|
Share
premium
|
16
|
|
100,812
|
|
17,557
|
|
|
Capital
contribution reserve
|
17
|
|
5,897
|
|
5,897
|
|
|
Share
based payment reserve
|
17
|
|
2,421
|
|
324
|
|
|
Exchange
reserve
|
17
|
|
505
|
|
1,102
|
|
|
Accumulated
losses
|
|
|
(18,484)
|
|
(8,441)
|
|
|
Total equity
|
|
|
93,633
|
|
18,178
|
|
|
|
|
|
|
|
|
|
The
financial statements of Guardian Metal Resources plc, Company
number 13351178, were approved by the board of Directors and
authorised for issue on 15 September 2026. They were signed on its
behalf by:
Oliver Friesen
Chief Executive Officer
|
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
|
Share
capital
|
|
Share premium
|
|
Shares to be issued
|
|
Capital contribution reserve
|
|
Share based payment reserve
|
|
Exchange reserve
|
|
Accumulated losses
|
|
Total equity
|
|
|
US$‘000
|
|
US$‘000
|
|
US$‘000
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
US$‘000
|
|
US$‘000
|
|
Balance at 01 July 2023
|
1,043
|
|
6,195
|
|
-
|
|
5,897
|
|
51
|
|
207
|
|
(4,354)
|
|
9,039
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,376)
|
|
(1,376)
|
|
Currency translation
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(13)
|
|
-
|
|
(13)
|
|
Total comprehensive (expense) for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(13)
|
|
(1,376)
|
|
(1,389)
|
|
Issue of ordinary shares
|
303
|
|
3,542
|
|
174
|
|
-
|
|
-
|
|
-
|
|
-
|
|
4,019
|
|
Share issue costs
|
-
|
|
(71)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(71)
|
|
Share-based payments
|
-
|
|
14
|
|
-
|
|
-
|
|
111
|
|
-
|
|
-
|
|
125
|
|
Total transactions with owners
|
303
|
|
3,485
|
|
174
|
|
-
|
|
111
|
|
-
|
|
-
|
|
4,073
|
|
Balance at 30 June 2024
|
1,346
|
|
9,680
|
|
174
|
|
5,897
|
|
162
|
|
194
|
|
(5,730)
|
|
11,723
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 01 July 2024
|
1,346
|
|
9,680
|
|
174
|
|
5,897
|
|
162
|
|
194
|
|
(5,730)
|
|
11,723
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,711)
|
|
(2,711)
|
|
Currency translation
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
908
|
|
-
|
|
908
|
|
Total comprehensive (expense) for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
908
|
|
(2,711)
|
|
(1,803)
|
|
Issue of ordinary shares
|
393
|
|
8,006
|
|
(174)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8,225
|
|
Share issue costs
|
-
|
|
(129)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(129)
|
|
Share-based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
162
|
|
-
|
|
-
|
|
162
|
|
Total transactions with owners
|
393
|
|
7,877
|
|
(174)
|
|
-
|
|
162
|
|
-
|
|
-
|
|
8,258
|
|
Balance at 30 June 2025
|
1,739
|
|
17,557
|
|
-
|
|
5,897
|
|
324
|
|
1,102
|
|
(8,441)
|
|
18,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 01 July 2025
|
1,739
|
|
17,557
|
|
-
|
|
5,897
|
|
324
|
|
1,102
|
|
(8,441)
|
|
18,178
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(10,043)
|
|
(10,043)
|
|
Currency translation
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(597)
|
|
-
|
|
(597)
|
|
Total comprehensive (expense) for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(597)
|
|
(10,043)
|
|
(10,640)
|
|
Issue of ordinary shares
|
743
|
|
89,643
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
90,386
|
|
Share issue costs
|
-
|
|
(6,388)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,388)
|
|
Share-based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
2,097
|
|
-
|
|
-
|
|
2,097
|
|
Total transactions with owners
|
743
|
|
83,255
|
|
-
|
|
-
|
|
2,097
|
|
-
|
|
-
|
|
86,095
|
|
Balance at 30 June 2026
|
2,482
|
|
100,812
|
|
-
|
|
5,897
|
|
2,421
|
|
505
|
|
(18,484)
|
|
93,633
|
The
following describes the nature and purpose of each
reserve:
Share
capital: amount subscribed for share capital at nominal
value.
Share premium:
amount
subscribed
for share capital in excess of nominal value.
Share
based payment reserve: amounts recognised for the fair value of
share options and warrants granted.
Exchange reserve:
foreign
exchange
differences in re-translation.
Capital
contribution reserve: relates to the assignment of receivables from
subsidiary undertakings for which no consideration is expected to
be paid.
Accumulated
losses: cumulative net losses recognised in the financial
statements.
|
CONSOLIDATED STATEMENT OF CASH FLOWS
AS AT 30 JUNE 2026
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Year ended 30 June 2024
US$’000
|
|
Cash flows used in operating activities
|
|
|
|
|
|
|
Loss
for the year from continuing activities
|
(10,043)
|
|
(2,711)
|
|
(1,376)
|
|
Adjustments
for:
|
|
|
|
|
|
|
Share-based
payment expense
|
2,097
|
|
162
|
|
111
|
|
Expenses
settled in shares
|
324
|
|
63
|
|
142
|
|
Foreign
exchange differences
|
735
|
|
444
|
|
(3)
|
|
|
(6,887)
|
|
(2,042)
|
|
(1,126)
|
|
|
|
|
|
|
|
|
Changes
in working capital:
|
|
|
|
|
|
|
(Increase)/decrease
in trade and other receivables
|
(985)
|
|
40
|
|
53
|
|
Increase
in trade and other payables
|
1,895
|
|
880
|
|
415
|
|
Net cash outflows used in operating activities
|
(5,977)
|
|
(1,122)
|
|
(658)
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
Purchase
of intangibles
|
(28,220)
|
|
(8,038)
|
|
(1,496)
|
|
Award
received in relation to intangibles
|
2,153
|
|
-
|
|
-
|
|
Purchase
of property, plant and equipment
|
(45)
|
|
-
|
|
-
|
|
Purchase
of other non-current assets
|
(358)
|
|
-
|
|
-
|
|
Net cash outflows used in investing activities
|
(26,470)
|
|
(8,038)
|
|
(1,496)
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
Proceeds
from issue of share capital, net of share issue costs
|
83,674
|
|
7,968
|
|
3,819
|
|
Net cash inflows generated from financing activities
|
83,674
|
|
7,968
|
|
3,819
|
|
|
|
|
|
|
|
|
Increase/(decrease)
in cash and cash equivalents
|
51,227
|
|
(1,192)
|
|
1,665
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of year
|
1,873
|
|
3,033
|
|
1,371
|
|
Effect
of foreign currency exchange rates
|
(641)
|
|
32
|
|
(3)
|
|
Cash and cash equivalents at 30 June
|
52,459
|
|
1,873
|
|
3,033
|
Non-cash transactions during the year
There
were no material non-cash transactions during the year ended 30
June 2026.
|
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2026
|
Note
|
30 June 2026
US$’000
|
|
30 June 2025
US$’000
|
|
Assets
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Intangible
assets
|
9
|
9,499
|
|
9,667
|
|
Property,
plant and equipment
|
10
|
1
|
|
-
|
|
Investment
in subsidiaries
|
12
|
36,382
|
|
5,897
|
|
Total non-current assets
|
|
45,882
|
|
15,564
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Trade
and other receivables
|
13
|
1,268
|
|
5,368
|
|
Cash
and cash equivalents
|
15
|
51,951
|
|
1,457
|
|
Total current assets
|
|
53,219
|
|
6,825
|
|
|
|
|
|
|
|
Total assets
|
|
99,101
|
|
22,389
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade
and other payables
|
20
|
1,004
|
|
738
|
|
Total current liabilities
|
|
1,004
|
|
738
|
|
|
|
|
|
|
|
Total liabilities
|
|
1,004
|
|
738
|
|
|
|
|
|
|
|
Net assets
|
|
98,097
|
|
21,651
|
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share
capital
|
16
|
2,482
|
|
1,739
|
|
Share
premium
|
16
|
100,812
|
|
17,557
|
|
Exchange
reserve
|
17
|
12
|
|
1,345
|
|
Capital
contribution reserve
|
17
|
5,897
|
|
5,897
|
|
Share
based payment reserve
|
17
|
2,421
|
|
324
|
|
Accumulated
losses
|
17
|
(13,527)
|
|
(5,211)
|
|
Total equity
|
|
98,097
|
|
21,651
|
|
|
|
|
|
|
As
permitted by Section 408 of the Companies Act 2006, the income
statement of the parent Company is not presented as part of these
financial statements. The after-tax loss attributable to the parent
Company for the year ended 30 June 2026 was US$8,316k (2025: loss
of US$2,208k).
The
financial statements of Guardian Metal Resources plc, Company
number 13351178, were approved by the board of Directors and
authorised for issue on 15 September 2026. They were signed on its
behalf by:
Oliver Friesen
Chief Executive Officer
|
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2026
|
Share
capital
|
|
Share premium
|
|
Shares to be issued
|
|
Capital contribution reserve
|
|
Share based payment reserve
|
|
Exchange reserve
|
|
Accumulated losses
|
|
Total equity
|
|
|
US$‘000
|
|
US$‘000
|
|
US$‘000
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
US$‘000
|
|
US$‘000
|
|
Balance at 01 July 2024
|
1,346
|
|
9,680
|
|
174
|
|
5,897
|
|
162
|
|
195
|
|
(3,003)
|
|
14,451
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(2,208)
|
|
(2,208)
|
|
Currency translation
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,150
|
|
-
|
|
1,150
|
|
Total comprehensive (expense) for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
1,150
|
|
(2,208)
|
|
(1,058)
|
|
Issue of ordinary shares
|
393
|
|
8,006
|
|
(174)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
8,225
|
|
Share issue costs
|
-
|
|
(129)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(129)
|
|
Share-based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
162
|
|
-
|
|
-
|
|
162
|
|
Total transactions with owners
|
393
|
|
7,877
|
|
(174)
|
|
-
|
|
162
|
|
-
|
|
-
|
|
8,258
|
|
Balance at 30 June 2025
|
1,739
|
|
17,557
|
|
-
|
|
5,897
|
|
324
|
|
1,345
|
|
(5,211)
|
|
21,651
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 01 July 2025
|
1,739
|
|
17,557
|
|
-
|
|
5,897
|
|
324
|
|
1,345
|
|
(5,211)
|
|
21,651
|
|
Loss for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(8,316)
|
|
(8,316)
|
|
Currency translation
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,333)
|
|
-
|
|
(1,333)
|
|
Total comprehensive (expense) for the year
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,333)
|
|
(8,316)
|
|
(9,649)
|
|
Issue of ordinary shares
|
743
|
|
89,643
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
90,386
|
|
Share issue costs
|
-
|
|
(6,388)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,388)
|
|
Share-based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
2,097
|
|
-
|
|
-
|
|
2,097
|
|
Total transactions with owners
|
743
|
|
83,255
|
|
-
|
|
-
|
|
2,097
|
|
-
|
|
-
|
|
86,095
|
|
Balance at 30 June 2026
|
2,482
|
|
100,812
|
|
-
|
|
5,897
|
|
2,421
|
|
12
|
|
(13,527)
|
|
98,097
|
The
following describes the nature and purpose of each reserve:
Share premium:
amount
subscribed
for share capital in excess of nominal value.
Share
capital: amount subscribed for share capital at nominal
value.
Accumulated losses:
cumulative
net losses recognised in the financial statements.
Share
based payment reserve: amounts recognised for the fair value of
share options and warrants granted.
Exchange reserve:
foreign
exchange
differences in re-translation.
Capital
contribution reserve: relates to the assignment of receivables from
subsidiary undertakings for which no
consideration
is expected to be paid.
|
COMPANY STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 JUNE 2026
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Cash flows from operating activities
|
|
|
|
|
Loss
for the year from continuing activities
|
(8,316)
|
|
(2,208)
|
|
Adjustments
for:
|
|
|
|
|
Share
based payment expense
|
2,097
|
|
162
|
|
Expenses
settled in shares
|
324
|
|
63
|
|
Foreign
exchange movements
|
(1)
|
|
686
|
|
|
(5,896)
|
|
(1,297)
|
|
Changes
in working capital:
|
|
|
|
|
Increase
in trade and other receivables
|
(26,572)
|
|
(5,128)
|
|
Increase/(decrease)
in trade and other payables
|
292
|
|
(158)
|
|
Net cash outflows used in operating activities
|
(32,176)
|
|
(6,583)
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
Purchase
of intangibles
|
(362)
|
|
(2,968)
|
|
Purchase
of property, plant and equipment
|
(1)
|
|
-
|
|
Net cash outflows used in investing activities
|
(363)
|
|
(2,968)
|
|
Cash flows from financing activities
|
|
|
|
|
Proceeds
from issue of share capital
|
90,062
|
|
8,091
|
|
Share
issue costs
|
(6,388)
|
|
(123)
|
|
Net cash inflows generated from financing activities
|
83,674
|
|
7,968
|
|
|
|
|
|
|
Increase/(decrease)
in cash and cash equivalents
|
51,135
|
|
(1,583)
|
|
|
|
|
|
|
Cash
and cash equivalents at beginning of year
|
1,457
|
|
3,008
|
|
Effect
of foreign exchange rates
|
(641)
|
|
32
|
|
Cash and cash equivalents at 30 June
|
51,951
|
|
1,457
|
Non-cash transactions during the year
During
the year, the Company converted its intercompany loan receivable
from Golden Metal Resources, LLC totalling US$30,485k, to
investment in subsidiary.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2026
Guardian
Metal Resources plc is a public company limited by shares which is
incorporated and domiciled in England and Wales. The address of the
Company’s registered office is 25 Eccleston Place, London,
England, SW1W 9NF. The consolidated financial statements of the
Company as at and for the year ended 30 June 2026 include the
Company and its subsidiaries. The Company is the ultimate parent
company of Golden Metal Resources, LLC, Pilot Metals Inc., BFM
Resources Inc., Guardian Exploration Ltd, Guardian Exploration
Inc., GMET Tungsten Holdings Co., Advance Tungsten Reserve, Inc.
and Tempiute Inc. Guardian Exploration Ltd is incorporated and
domiciled in England and Wales, while the remaining subsidiaries
are incorporated and domiciled in the U.S. The Group is primarily
involved in the exploration and exploitation of mineral resources
in the U.S.
The
financial statements are prepared on a going concern basis. In
assessing whether the going concern assumption is appropriate, the
Directors have taken into account all relevant available
information about the current and future position of the Group,
including current level of resources and the required level of
spending on exploration and corporate activities. As at 30 June
2026 the Group had a cash balance of $52,459k.
The
Board has reviewed the Group’s cash flow forecasts for 12
months from the date of signing, having regard to its current
financial position and operational objectives. The predominant
focus of operational activities over the period to June 2027 will
be the delivery of a Definitive Feasibility Study on its Pilot
Mountain project and a maiden resource at its Tempiute project,
which are both fully funded. The cash flow forecasts indicate that
the Group has the funds available to meet its operational
activities and corporate activities for a period of at least twelve
months from when the financial statements are authorised for issue
and thus has sufficient working capital and cash flows to continue
in operational existence.
Management
expects the Group to retain sufficient liquidity throughout the
2027 fiscal year taking into account controllable expenditures. The
cash forecasts consider a scenario that removes uncommitted
financing and retains a prudent expenditure profile. Although the
Company successfully raised funds in March 2026, future fundraising
is not assumed. Before any mitigating actions, the forecasted cash
flow decreases the monthly rate of cash outflows in the second half
FY 2027 compared to the first half FY 2027. During the first half
of FY 2027, if additional funds were to come in, the Group could
approve additional expenditures in line with new cash balances and
budgeting amounts and spend rates. If no additional funds were to
come in, the Directors would take mitigating actions that are
within management control or reasonably available if required,
including deferral or reduction of discretionary exploration
expenditure, phasing of study and development activities along with
committed project work, active cost control over corporate and
advisory expenditures and the use of available financing
alternatives where appropriate.
The
Group has flexibility over the timing and scale of exploration and
evaluation programs. For the principal projects, management expects
to maintain sufficient expenditure to preserve momentum and license
standing while retaining discretion over non-committed activities.
Taking this into consideration, the Company has therefore adopted
the going concern basis of accounting in the preparation of the
financial statements.
(a)
Statement
of compliance
The
consolidated financial statements have been prepared in accordance
with UK-adopted international accounting standards and IFRS as
issued by the IASB. As regards the Company financial statements, as
applied in accordance with the requirements of the Companies Act
2006. The financial statements are prepared on the historical cost
basis or the fair value basis where the fair value of relevant
assets or liabilities has been applied.
The
principal accounting policies adopted in the preparation of the
financial statements are set out below. These policies have been
consistently applied to the period presented, unless otherwise
stated.
(b)
(i) New and amended standards, and
interpretations issued and effective for the first time for annual reporting periods
commencing on 1 January 2026 and have been adopted in preparing
these financial statements:
●
Amendments to the
Classification and Measurement of Financial Instruments –
Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial
Instruments: Disclosures – effective 1 January
2026
●
Annual
Improvements to IFRS Accounting Standards – Amendments
to:
IFRS 1 First-time Adoption of
International Financial Reporting Standards;
IFRS 7 Financial Instruments:
Disclosures and its
accompanying Guidance on implementing IFRS
7;
IFRS 9 Financial
Instruments;
IFRS 10 Consolidated Financial
Statements;
and
IAS 7 Statement of Cash
flows
(ii)
New standards, amendments and interpretations in issue but not yet
effective
At the
date of approval of these financial statements, the following
standards and interpretations which have not been applied in these
financial statements were in issue for the period beginning 1
January 2027 but not yet effective:
●
IFRS 18
Presentation and Disclosure in Financial Statements - effective 1
January 2027;
●
IFRS 19 Subsidiaries without Public
Accountability: Disclosures - effective 1 January
2027;
●
IAS 21 The Effects of Changes in Foreign Exchange
Rates - effective 1 January 2027
The
Directors do not expect that the adoption of these standards will
have a material impact on the financial information of the Group or
Company in future periods.
(c) Functional
and presentation currency
The
consolidated and Company financial statements are presented in
United States Dollar (US$). The Company’s functional currency
is Pounds Sterling (£). All financial information presented
has been rounded to the nearest thousand dollars, except where
otherwise indicated.
(d) Use
of estimates and judgements
The
preparation of the consolidated financial statements in conformity
with IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates.
Estimates
and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the year in
which the estimates are revised and in any future years
affected.
The
estimates and assumptions that have the most significant effect on
the amounts recognised in the consolidated financial statements
and/or have a significant risk of resulting in a material
adjustment within the next financial year are as
follows:
Group
Carrying value of intangible assets – Note
9
In
arriving at the carrying value of intangible assets, the Group
determines the need for impairment in accordance with IFRS 6 based
on the level of geological knowledge and confidence of the mineral
resources. Such decisions are taken on the basis of the exploration
and research work carried out in the period utilising expert
reports.
Parent
Impairment of investment in subsidiaries - Note
12
The
investments in subsidiaries are assessed annually to determine if
there is any indication that any of the investments might be
impaired. Given that the major assets on the balance sheet of all
subsidiaries is exploration and evaluation (“E&E”)
minerals interests, and that it is the Company’s intention to
undertake further exploration activities on each of the E&E
cash generation units, subject to funding, the Company does not
believe that an impairment of investment in subsidiaries is
warranted for the year ended 30 June 2026.
Receivables from Group undertakings - Note 13
The
Parent Company in applying the expected credit loss (ECL) model
under IFRS 9 must make assumptions when implementing the
forward-looking ECL model. This model is required to be used to
assess the intercompany loans receivable from subsidiaries for
impairment.
Estimations
were made regarding the credit risk of the counterparty and the
underlying probability of default in each of the credit loss
scenarios. The scenarios identified by management included
Production, Divestment, Fire-sale and Failure. These scenarios
considered technical data, necessary licences to be awarded, the
Company’s ability to raise finance, and ability to sell the
project. The Directors make judgements on the expected likelihood
and outcome of each of the above scenarios, and these expected
values are applied to the loan balances.
Valuation of share-based payments - Note 19
Accounting
for some equity-settled share-based payment awards requires the use
of valuation models to estimate the future share price performance
of the Company. These models require the Directors to make
assumptions regarding the share price volatility, risk free rate
and expected life of awards in order to determine the fair values
of the awards at grant dates.
4. Significant
accounting policies
The
accounting policies set out below have been applied consistently
throughout the year presented in these consolidated financial
statements and have been applied consistently by Group
entities.
(a) Basis
of consolidation
The
consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
made up to 30 June each year. The comparatives are for the year
ended 30 June 2025 and, in the case of the consolidated statement
of comprehensive income, consolidated statement of changes in
equity and consolidated statement of cash flows, the years ended 30
June 2025 and 30 June 2024.
Control
is achieved when the Group is exposed, or has rights, to variable
returns from its involvement with the investee and has the ability
to affect those returns through its power over the
investee.
Generally,
there is a presumption that a majority of voting rights results in
control. To support this presumption and when the Group has less
than a majority of the voting or similar rights of an investee, the
Group considers all relevant facts and circumstances in assessing
whether it has power over an investee, including:
●
the
contractual arrangement with the other vote holders of the
investee;
●
rights
arising from other contractual arrangements; and
●
the
Group’s voting rights and potential voting
rights.
The
Group re-assesses whether or not it controls an investee if facts
and circumstances indicate that there are changes to one or more of
the three elements of control. Subsidiaries are fully consolidated
from the date on which control is transferred to the Group. They
are deconsolidated from the date that control ceases. Assets,
liabilities, income and expenses of a subsidiary acquired or
disposed of during the period are included in the consolidated
financial statements from the date the Group gains control until
the date the Group ceases to control the subsidiary.
Acquisitions
of mineral exploration licences through the acquisition of
non-operational corporate structures that do not represent a
business and therefore do not meet the definition of a business
combination, are accounted for as the acquisition of an
asset.
Where
an acquisition transaction constitutes the acquisition of an asset
and not a business, the consideration paid is allocated to assets
and not a business, the consideration paid is allocated to assets
and liabilities acquired based on their relative fair
values.
Deferred
tax is not recognised upon an asset acquisition.
Where
necessary, adjustments are made to the financial statements of
subsidiaries to bring the accounting policies used in line with
those used by other members of the Group. All intragroup assets and
liabilities, equity, income, expenses, and cash flows relating to
transactions between members of the Group are eliminated in full on
consolidation.
(i) Subsidiaries and
acquisitions
Business
combinations are accounted for using the acquisition method as at
the acquisition date – i.e., when control is transferred to
the Group. Control is when the investor has power over the
investee, exposure or rights, to variable returns from its
involvements with the investee, and the ability to use its power
over the investee to affect the amount of the investor’s
returns.
The
results of subsidiaries acquired or disposed of during the year are
included in the statement of comprehensive income from the
effective date of acquisition, or up to the effective date of
disposal, as appropriate.
Investments and loans in subsidiaries
The
Company recognises its investments in and loans to subsidiaries at
cost less any provision for impairment. The Company applies the
IFRS 9 simplified approach to measuring expected credit losses
which uses a lifetime expected credit loss allowance for all loans
to subsidiaries, except those classified as part of the net
investment in subsidiaries.
(ii) Transactions
eliminated on consolidation
Intra-group
balances and transactions, and any income and expenses arising from
intra-group transactions, are eliminated in preparing the
consolidated financial statements.
(b) Foreign
currency
(i) Foreign currency
transactions
The
financial information of the Group and Company is presented in the
currency of the primary economic environment in which the entity
operates (United States Dollar (US$)). The functional currency of
the Company is Pounds Sterling (£).
In
preparing the financial information of the Group, transactions in
currencies other than the entity’s functional currency
(foreign currencies) are recorded at the rates of exchange
prevailing on the dates of the transactions. At the balance sheet
date, monetary items denominated in foreign currencies are
retranslated at the rates prevailing at the balance sheet date.
Exchange differences arising on the settlement of monetary items
and on the retranslation of monetary items are included in the
statement of comprehensive income for the period.
The
results and financial position of all Group entities that have a
functional currency different from the presentation currency are
translated into the presentation currency as follows:
Assets
and liabilities for the statement of financial position presented
are translated at the closing rate at the date of that statement of
financial position;
●
income and expenses
for the income statement are translated at average exchange rates;
and
●
all resulting
exchange differences are recognised as a separate component of
equity.
Foreign
currency differences arising on retranslation into an
entity’s functional currency are recognised in profit or
loss.
The
assets and liabilities of foreign operations are translated to
United States Dollar at exchange rates at the reporting date. The
income and expenses of foreign operations are translated to United
States Dollar at exchange rates at the dates of the transactions,
with differences recognised in other comprehensive
income.
When
the settlement of a monetary item receivable from or payable to a
foreign operation is neither planned nor likely in the foreseeable
future, foreign currency gains and losses arising from such items
are considered to form part of a net investment in the foreign
operation and are recognised in other comprehensive income and
presented in the exchange reserve in equity.
(c) Financial
instruments
(i) Financial
assets
The
Group classifies its financial assets on initial recognition based
on the Group's business model for managing the financial assets and
the contractual cash flow characteristics of the financial
assets.
Financial
assets are measured at amortised cost where they are held within a
business model whose objective is to hold assets to collect
contractual cash flows and the contractual terms give rise on
specified dates to cash flows that are solely payments of principal
and interest on the principal amount outstanding.
The
Group's and Company's financial assets measured at amortised cost
comprise other receivables, cash and cash equivalents and
reclamation bonds.
Financial
assets measured at amortised cost are initially recognised at fair
value and are subsequently measured at amortised cost using the
effective interest method, less any expected credit loss allowance
recognised in accordance with IFRS 9.
Expected credit losses
The
Group and Company recognise expected credit losses ("ECLs") on
financial assets measured at amortised cost.
Loss
allowances are measured using reasonable and supportable
information available without undue cost or effort, including
historical credit loss experience, current conditions and forecasts
of future economic conditions.
For
receivables, the Group and Company apply the simplified approach
permitted by IFRS 9 and measure the loss allowance at an amount
equal to lifetime expected credit losses.
In
assessing expected credit losses, the Group and Company consider
all available information relevant to the collectability of the
asset, including:
●
significant
financial difficulties of the debtor;
●
probability that
the debtor will enter bankruptcy or financial reorganisation;
or
●
default or
delinquency in payments.
Financial
assets are written off when there is no reasonable expectation of
recovery. Subsequent recoveries of amounts previously written off
are recognised in profit or loss
Cash and cash equivalents
Cash
and cash equivalents comprise cash at bank and in hand and short
term highly liquid deposits which are subject to an insignificant
risk of changes in value.
Other non-current assets
Reclamation
bonds are amounts deposited with regulatory authorities as security
for the Company's obligations to restore exploration sites. The
bonds are recognised as financial assets and are recoverable upon
satisfactory completion of the related reclamation activities. The
bonds are measured at amortised cost.
(ii)
Financial
liabilities
The
Group and Company classify their financial liabilities into one of
the categories discussed below, depending on the purpose for which
the liability was incurred. The Group’s and Company’s
accounting policy for each category is as follows:
Amortised cost
The
Group’s and Company’s financial liabilities held at
amortised cost are recognised in the statement of financial
position when the Group and Company becomes a party to the
contractual provision of the instrument.
Financial
liabilities measured at amortised cost comprise trade payables and
other short-dated monetary liabilities, which are initially
recognised at fair value and subsequently carried at amortised cost
using the effective interest rate method.
Determination of Fair values
All
assets and liabilities for which fair value is measured or
disclosed in the historical financial information are categorised
within the fair value hierarchy. The fair value hierarchy
prioritises the inputs to valuation techniques used to measure fair
value. The Group and Company uses the following hierarchy for
determining and disclosing the fair value of financial instruments
and other assets and liabilities for which the fair value was
used:
●
level 1: quoted
prices in active markets for identical assets or
liabilities;
●
level 2: inputs
other than quoted prices included in level 1 that are observable
for the asset or liability, either directly (as prices) or
indirectly (derived from prices); and
●
level 3: inputs for
the asset or liability that are not based on observable market data
(unobservable inputs).
(d) Share
capital
Ordinary shares
Ordinary
shares are classified as equity. There is one class of ordinary
share in issue, as detailed in note 16.
(e) Capital
contribution reserve
Capital
contribution reserve represents receivables from subsidiary
undertakings assigned to the Company as part of the Group
reorganisation, for which no consideration was payable. Amounts
recognised within the capital contribution reserve are presented
separately within equity.
(f)
Investment
in subsidiaries
Investments
in subsidiaries are recognised in the Company’s separate
financial statements at cost less accumulated impairment
losses.
Capital
contributions made to subsidiaries are added to the cost of the
relevant investment. This includes intercompany loan balances
formally converted into capital contributions where the
Company’s contractual right to repayment has been
extinguished.
At each
reporting date, the Company assesses whether there are indicators
that an investment may be impaired. Where indicators exist, the
carrying amount of the investment is compared with its recoverable
amount. Any impairment loss is recognised in profit or
loss.
(g) Intangible
assets
(i)
Prospecting and
exploration rights
Rights
acquired with subsidiaries are recognised at fair value at the date
of acquisition. Other rights acquired and development expenditure
is recognised at cost.
The
Group recognises expenditure as exploration and evaluation assets
when it determines that those assets will be successful in finding
specific mineral resources (IFRS 6 assets). Expenditure included in
the initial measurement of exploration and evaluation assets and
which are classified as intangible assets relate to the acquisition
of rights to undertake topographical, geological, geochemical and
geophysical studies, exploratory drilling, trenching, sampling and
other activities to evaluate the technical feasibility and
commercial viability of extracting a mineral resource.
Capitalisation
of pre-production expenditure ceases when the mining property is
capable of commercial production.
Administrative
and overhead costs are expensed as incurred unless they are
directly attributable to qualifying exploration and evaluation
activities and meet the Group’s criteria for capitalisation
when incurred. Expenditure previously recognised as an expense is
not subsequently reinstated as an asset.
Whenever
events or changes in circumstance indicate that the carrying amount
of an asset may not be recoverable, an asset is reviewed for
impairment. An assets carrying value is written down to its
estimated recoverable amount (being the higher of the fair value
less costs of disposal and value in use) if that is less than the
assets carrying amount.
Impairment
reviews for deferred exploration and evaluation expenditure are
carried out on a project-by-project basis, with each project
representing a potential single cash generating unit. An impairment
review is undertaken when indicators of impairment arise such
as:
-
unexpected
geological occurrences that render the resource
uneconomic;
-
title to the asset
is compromised;
-
variations in
mineral prices that render the project uneconomic;
-
substantive
expenditure on further exploration and evaluation of mineral
resources is neither budgeted nor planned; and
-
the period for
which the Group has the right to explore has expired and is not
expected to be renewed.
Impairment
losses are recognised in profit or loss. For all assets, an
impairment loss is reversed only to the extent that the
asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or
amortisation, if no impairment loss had been
recognised.
(h) Share
based payments
The
grant date fair value of share-based payment awards granted to
Directors, employees and consultants is recognised as an expense,
with a corresponding increase in equity, over the period that the
recipient becomes unconditionally entitled to the awards. The
amount recognised as an expense is adjusted to reflect the number
of awards for which the related service and non-market performance
conditions are expected to be met, such that the amount ultimately
recognised as an expense is based on the number of awards that meet
the related service and non-market performance conditions at the
vesting date. For share-based payment awards with non-vesting
conditions, the grant-date fair value of the share-based payment is
measured to reflect such conditions and there is no true-up for
differences between expected and actual outcomes.
Market
vesting conditions are factored into the fair value of all options
granted. If all other vesting conditions are satisfied, a charge is
made irrespective of whether market vesting conditions are
satisfied. The cumulative expense is not adjusted for failure to
achieve a market vesting condition.
Where
terms and conditions of options are modified before they vest, the
increase in the fair value of the options, measured immediately
before and after the modification, is also charged to the income
statement over the remaining vesting period.
(i) Taxation
Tax
expense or credit comprises current and deferred tax. Current and
deferred tax is recognised in profit or loss except to the extent
that it relates to a business combination, or items recognised
directly in equity or in other comprehensive income.
Current
tax is based on the taxable profit or loss for the year calculated
using tax rates that have been enacted or substantively enacted by
the end of the reporting year. The Company does not currently
generate taxable profits.
Deferred
tax is recognised on differences between the carrying amounts of
assets and liabilities in the financial statements and the
corresponding tax bases and is accounted for using the balance
sheet liability method.
Deferred
tax is calculated at the tax rates that have been enacted or
substantively enacted and are expected to apply in the period when
the liability is settled, or the asset realised. Deferred tax is
charged or credited to the statement of comprehensive income,
except when it relates to items charged or credited directly to
equity, in which case the deferred tax is also dealt with in
equity.
Deferred
tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible
temporary differences can be utilised.
Judgement
is applied in making assumptions about future taxable income to
determine the extent to which the Company recognises deferred tax
assets, as well as the anticipated timing of the utilisation of the
losses.
(j) Segmental
information
An
operating segment is defined as a component of an entity that
engages in business activities from which it may earn revenues and
incur expenses, whose operating results are regularly reviewed by
the entity’s chief operating decision maker
(“CODM”) and for which discrete financial information
is available.
The
Company’s CODM is the Board of Directors. The Board reviews
consolidated financial information of the Group for the purposes of
allocating resources and assessing performance.
During
the year ended 30 June 2026, the Group operated as a single
operating and reportable segment, being the exploration and
evaluation of mineral resources in Nevada, United States. The Group
is an exploration-stage company and does not generate
revenues.
The
information reviewed by the CODM includes consolidated financial
information relating to operating expenditures and cash position.
The CODM does not regularly review discrete measures of profit or
loss by project or geographical area, nor does the CODM regularly
review discrete information regarding assets or liabilities by
project or geographical area.
The
CODM reviews total assets as reported in the consolidated statement
of financial position when making decisions regarding resource
allocation. No separate measures of segment assets or liabilities
are reviewed.
As a
result, the Group has a single operating and reportable segment,
and the segment information is the same as that presented in the
consolidated statement of comprehensive income, consolidated
statement of financial position, consolidated statement of changes
in equity and consolidated statement of cash flows.
(k) Property,
plant and equipment
Property,
plant and equipment are stated at cost less accumulated
depreciation and impairment losses. Land is not depreciated as it
is considered to have an indefinite useful life.
Depreciation
is recognised so as to write off the cost of assets over their
estimated useful lives, using the straight-line method.
Depreciation is charged as follows:
Computer
equipment 3 year straight line
The
assets’ residual values, useful lives and depreciation
methods are reviewed annually. Assets are tested for impairment
when indicators arise. Gains or losses on disposal are recognised
in profit or loss when the asset is derecognised.
(l) Government
awards and grants
Government
awards and grants are recognised when there is reasonable assurance
that the Group will comply with the conditions attached to the
awards or grant and that the awards or grant will be
received.
Awards
or grants relating to exploration and evaluation activities are
accounted for in accordance with IAS 20. Where such awards or
grants relate to expenditure that has been capitalised as
exploration and evaluation assets, the grant is deducted from the
carrying amount of the related asset. Income from awards or grants
is therefore not presented separately in the statement of
comprehensive income.
Amounts
receivable in respect of qualifying expenditure incurred prior to
the reporting date are recognised as a receivable where the Group
has an enforceable entitlement to reimbursement.
|
Operating expenses
include:
|
|
Year ended 30 June 2026
|
|
Year ended 30 June 2025
|
|
Year ended 30 June 2024
|
|
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
Staff
costs
|
|
2,127
|
|
506
|
|
354
|
|
Share
based payment expense
|
|
2,097
|
|
162
|
|
124
|
|
Auditor’s
remuneration – audit services
|
|
99
|
|
95
|
|
37
|
|
Listing
and admission expenses
|
|
2,189
|
|
-
|
|
-
|
|
Other
administrative expenses
|
|
4,039
|
|
1,956
|
|
861
|
|
|
|
10,551
|
|
2,719
|
|
1,376
|
|
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Year ended 30 June 2024
US$’000
|
|
Social
security contributions
|
156
|
|
43
|
|
32
|
|
Directors' salary
and fees (note 7)
|
1,868
|
|
463
|
|
322
|
|
Staff
salaries
|
94
|
|
-
|
|
-
|
|
Share
based payments
|
2,097
|
|
162
|
|
124
|
|
Medical
insurance
|
9
|
|
-
|
|
-
|
|
Total
|
4,224
|
|
668
|
|
478
|
The
monthly average number of employees across the Group during the
year was 7 (2025: 5), including 5 directors, 1 Chief Financial
Officer and 1 Finance Administrator (2025: 5
directors).
|
Group and Company
|
|
|
|
|
|
|
|
Year ended 30 June 2026
|
|
Year ended 30 June 2025
|
|
Year ended 30 June 2024
|
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
Social
security contributions
|
156
|
|
43
|
|
32
|
|
Directors’
salary and fees
|
1,868
|
|
463
|
|
322
|
|
Share
based payments
|
2,097
|
|
162
|
|
124
|
|
Medical
insurance
|
4
|
|
-
|
|
-
|
|
Total
|
4,125
|
|
668
|
|
478
|
Emoluments
disclosed above include the following amounts paid to the highest
Director:
|
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Year ended 30 June 2024
US$’000
|
|
Emoluments for
qualifying services
|
1,016
|
|
270
|
|
213
|
|
Total
|
1,016
|
|
270
|
|
213
|
The
Directors of the Group have authority and responsibility for
planning, directing and controlling the activities of the
Group.
|
Reconciliation of tax (credit)/expense
|
Year ended 30 June 2026
|
|
Year ended 30 June 2025
|
|
Year ended 30 June 2024
|
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
Losses
from operations
|
(10,043)
|
|
(2,711)
|
|
(1,376)
|
|
|
|
|
|
|
|
|
Tax
using the Company’s effective domestic tax rate of 19% (2025:
19%, 2024: 19%)
|
(1,908)
|
|
(515)
|
|
(261)
|
|
Effects
of:
|
|
|
|
|
|
|
Overseas
tax rates differing from UK rate
|
(34)
|
|
-
|
|
-
|
|
Tax
effect of disallowable expenditure
|
398
|
|
162
|
|
126
|
|
Current
losses with no recognisable deferred tax asset
|
1,544
|
|
353
|
|
135
|
|
Tax charge
|
-
|
|
-
|
|
-
|
The tax
reconciliation has been prepared using the UK corporation tax rate
of 19%, being the domestic rate applicable to the parent company.
The Group has operations in the United States which are subject to
different tax rates. The impact of overseas tax rates is not
material to the overall tax reconciliation due to the Group's
loss-making position and the non-recognition of deferred tax assets
on tax losses.
Factors that may affect future tax charges
At the
year end, the UK Company had estimated unused tax losses available
for offset against suitable future profits of approximately
US$14,315k (2025: US$4,356k, 2024: US$2,405k). A deferred tax asset
has not been recognised in respect of such losses due to
uncertainty of future profit streams.
The tax
reconciliation included the tax effect of non-deductible
expenditure of US$398k which represents permanent differences for
tax purposes and does not form part of the losses available for
carry forward.
The
main rate of UK corporation tax during the year ended 30 June 2026
was 25 per cent, however the Company has applied the small profits
rate being 19 per cent which is applicable to companies with
profits under £50,000 (2025: 19 per cent, 2024: 19 per
cent).
|
|
Group
Prospecting and exploration rights
US$’000
|
|
Company
Prospecting and exploration rights
US$’000
|
|
|
|
|
|
|
As at 01 July 2024
|
9,280
|
|
6,111
|
|
Additions
|
8,103
|
|
3,033
|
|
Effect of foreign exchange
|
523
|
|
523
|
|
Balance at 30 June 2025
|
17,906
|
|
9,667
|
|
|
|
|
|
|
Additions
|
28,220
|
|
362
|
|
Less award funding received
|
(4,049)
|
|
(200)
|
|
Reclassification
|
(725)
|
|
-
|
|
Effect of foreign exchange
|
(330)
|
|
(330)
|
|
Balance at 30 June 2026
|
41,022
|
|
9,499
|
9.
Intangible
assets (continued)
|
|
Pilot Mountain
|
Tempiute
|
Pilot Mountain North
|
Garfield
|
Stonewall
|
Kibby Basin
|
Golconda
|
White Elephant
|
Cinch
|
Website
|
Total
|
|
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
US$‘000
|
|
As at 1 July 2024
|
8,664
|
-
|
-
|
329
|
51
|
25
|
207
|
-
|
|
4
|
9,280
|
|
Additions
|
7,631
|
291
|
-
|
95
|
5
|
12
|
69
|
-
|
|
-
|
8,103
|
|
Effect
of foreign exchange
|
470
|
-
|
-
|
28
|
4
|
2
|
18
|
-
|
|
1
|
523
|
|
Balance at 30 June 2025
|
16,765
|
291
|
-
|
452
|
60
|
39
|
294
|
-
|
|
5
|
17,906
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 1 July 2025
|
16,765
|
291
|
-
|
452
|
60
|
39
|
294
|
-
|
|
5
|
17,906
|
|
Additions
|
18,862
|
8,992
|
113
|
134
|
4
|
11
|
73
|
15
|
16
|
-
|
28,220
|
|
Less
award funding received
|
(4,049)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,049)
|
|
Reclassification
|
(400)
|
(325)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(725)
|
|
Effect
of foreign exchange
|
(297)
|
(5)
|
-
|
(15)
|
(2)
|
(1)
|
(10)
|
-
|
-
|
-
|
(330)
|
|
Balance at 30 June 2026
|
30,881
|
8,953
|
113
|
571
|
62
|
49
|
357
|
15
|
16
|
5
|
41,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9. Intangible assets (continued)
Intangible
assets relate to exploration and evaluation project costs
capitalised as of 30 June 2026. Additions to project costs during
the year ended 30 June 2026 were in relation to projects in Nevada,
USA. The exploration projects comprise of the Pilot Mountain
Project, Tempiute Project, Garfield Project, Golconda Summit
Project, Pilot Mountain North Project, Stonewall Project, Kibby
Basin Project, White Elephant Project and Cinch Project. The Group
is the operator of the Tempiute Project and Golconda Summit
Project, both of these are held under an earn-in right from the
mineral claim owner under an option agreement.
The
Projects are at varying stages, from mineral resources growth and
engineering stage through to early exploration stage. Each project
consists of claims (including lode, millsite and placer) located on
land managed by the United States Bureau of Land Management
(“BLM”) while Tempiute is located predominantly on
patented mining claims. Mineral exploration is focused on tungsten
mainly at the Pilot Mountain and Tempiute projects, while other
projects contain a variety of metals including tungsten, gold,
copper, lithium, silver, and zinc.
A
particular focus during the year was the advancement of Pilot
Mountain from a principally exploration and resource-definition
asset towards a defined development project capable of becoming an
operating tungsten mine. The recently completed Pilot Mountain
Pre-Feasibility Study, delivered on time and within budget,
represents a key technical and economic milestone for the Group and
provides the basis for the next phase of work, including detailed
engineering, permitting, project financing and commercial planning.
The study also supports the Group’s broader objective of
establishing a secure, domestic U.S. tungsten supply chain and
progressing Pilot Mountain towards potential production, subject to
the required approvals, financing and final investment decisions.
Costs supporting the project in general as well as the
Pre-Feasibility study were capitalized into the project’s
intangible asset.
Although the
results of the Pilot Mountain Pre-Feasibility study were positive
and robust, the Group concluded that technical feasibility and
commercial viability were not yet demonstrable on 30 June 2026
because of key activities including permitting, detailed
engineering, project financing and final investment approvals.
Accordingly, Pilot Mountain continued to be classified as an
exploration and evaluation asset under IFRS 6. Management also
assessed the asset for indicators of impairment and concluded that
no impairment was required.
Tempiute
is a past-producing U.S. tungsten mine located predominantly on
patented mining claims, with existing district infrastructure and
significant exploration potential. Since securing the option,
Guardian has advanced a drilling program that began early fiscal
year 2026 and has continued to position the asset as a
complementary component of a Nevada-based tungsten production hub.
The purchase of water rights during fiscal 2026, together with
existing power infrastructure in the district, has the potential to
support future development and further strengthen Tempiute’s
strategic value alongside Pilot Mountain. The combination of
historical production, existing infrastructure, and new exploration
potential establishes Tempiute as a highly complementary asset to
Pilot Mountain, further strengthening Guardian’s ability to
deliver scale within a Nevada-based tungsten production
hub.
Guardian
focussed its efforts on both Pilot Mountain and Tempiute during the
fiscal year. Beyond additional claim staking and rock chip
analysis, no substantive work was complete on the other projects
during this fiscal year period
10.
Property,
plant and equipment
Group
|
|
Land
US$’000
|
|
Computer Equipment
US$’000
|
|
Total
US$’000
|
|
Cost
|
|
|
|
|
|
|
As at 01 July 2025
|
-
|
|
-
|
|
-
|
|
Additions
|
42
|
|
3
|
|
45
|
|
Balance at 30 June 2026
|
42
|
|
3
|
|
45
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
As at 1 July 2025
|
-
|
|
-
|
|
-
|
|
Depreciation
|
-
|
|
-
|
|
-
|
|
Balance at 30 June 2026
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
As at 30 June 2025
|
-
|
|
-
|
|
-
|
|
As at 30 June 2026
|
42
|
|
3
|
|
45
|
|
|
|
|
|
|
|
Company
|
|
Land
US$’000
|
|
Computer Equipment
US$’000
|
|
Total
US$’000
|
|
Cost
|
|
|
|
|
|
|
As at 01 July 2025
|
-
|
|
-
|
|
-
|
|
Additions
|
-
|
|
1
|
|
1
|
|
Balance at 30 June 2026
|
-
|
|
1
|
|
1
|
|
|
|
|
|
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
As at 1 July 2025
|
-
|
|
-
|
|
-
|
|
Depreciation
|
-
|
|
-
|
|
-
|
|
Balance at 30 June 2026
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Net book value
|
|
|
|
|
|
|
As at 30 June 2025
|
-
|
|
-
|
|
-
|
|
As at 30 June 2026
|
-
|
|
1
|
|
1
|
11.
Other
non-current assets
Other
non-current assets relate to reclamation bonds deposited with
regulatory authorities as security for the Group's obligations to
restore exploration sites. The bonds are recoverable upon
satisfactory completion of the related reclamation
activities.
The
Group has provided reclamation bonds to the Bureau of Land
Management ("BLM"). Management expects the bonds to be fully
recoverable upon completion of the related reclamation obligations
and has concluded that no impairment exists at the reporting
date.
Management
has assessed the associated restoration obligations arising from
exploration activities undertaken to date. This assessment was
based on the limited extent of site disturbance, principally road
grading and drill pad preparation, and management’s
expectation that the cost of restoring these areas would be low.
Accordingly, management concluded that any provision that may be
required at the reporting date would be immaterial to the financial
statements.
12.
Investments
in subsidiaries
|
Non-current investments
|
|
|
|
|
|
Year ended 30 June 2026
|
|
Year ended 30 June 2025
|
|
|
US$’000
|
|
US$’000
|
|
Investment
in Golden Metal Resources, LLC
|
30,485
|
|
-
|
|
Investment in Pilot
Metals Inc.
|
5,880
|
|
5,880
|
|
Investment in BFM
Resources Inc.
|
17
|
|
17
|
|
Total
|
36,382
|
|
5,897
|
During
the year, the Company converted its intercompany loan receivable
from Golden Metal Resources, LLC into a capital contribution.
Following the conversion, the loan receivable was derecognised and
the carrying amount of the Company’s investment in Golden
Metal Resources, LLC was increased by US$30.485 million. The
conversion was a non-cash transaction.
|
Subsidiaries
|
Activity
|
Country of incorporation
|
Ownership interest
|
Registered office
|
|
Golden Metal Resources, LLC
|
Mining and exploration
|
USA
|
100% of ordinary shares held directly
|
3800 Howard Hughes Parkway STE 1000, Las Vegas, NV 89169,
USA
|
|
Pilot Metals Inc.
|
Mining and exploration
|
USA
|
100% of ordinary shares held directly
|
241 Ridge Street STE 210. Reno, NV 89501, USA
|
|
BFM Resources Inc.
|
Mining and exploration
|
USA
|
100% of ordinary shares held directly
|
241 Ridge Street STE 210. Reno, NV 89501, USA
|
|
Guardian Exploration Ltd
|
Mining and exploration
|
UK
|
100% of ordinary shares held directly
|
25 Eccleston Place, London, SW1W 9NF, United Kingdom
|
|
Guardian Exploration Inc.
|
Mining and exploration
|
USA
|
100% of ordinary shares held indirectly through Guardian
Exploration Ltd
|
3800 Howard Hughes Parkway STE 100, Las Vegas, NV 89169,
USA
|
|
GMET Tungsten Holding Co.
|
Mining and exploration
|
USA
|
100% of ordinary shares held directly
|
3800 Howard Hughes Parkway STE 100, Las Vegas, NV 89169,
USA
|
|
Advance Tungsten Reserve, Inc.
|
Mining and exploration
|
USA
|
100% of ordinary shares held indirectly through GMET Tungsten
Holding Co.
|
3800 Howard Hughes Parkway STE 100, Las Vegas, NV 89169,
USA
|
|
Tempiute Inc.
|
Mining and exploration
|
USA
|
100% of ordinary shares held indirectly by Golden Metal Resources,
LLC
|
3800 Howard Hughes Parkway STE 100, Las Vegas, NV 89169,
USA
|
13.
Trade
and other receivables
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
Receivables
due from Group undertakings
|
-
|
|
-
|
|
294
|
|
5,194
|
|
VAT
receivable
|
64
|
|
50
|
|
64
|
|
50
|
|
Trade
receivables
|
22
|
|
-
|
|
22
|
|
-
|
|
Other
receivables
|
1,413
|
|
125
|
|
888
|
|
122
|
|
Trade and other receivables
|
1,499
|
|
175
|
|
1,268
|
|
5,366
|
During
the year, the Company converted its intercompany loan receivable
from Golden Metal Resources, LLC into a capital contribution.
Accordingly, the loan receivable was derecognised. A management
recharge to Golden Metal Resources, LLC of $294k remains
outstanding at the year end.
During
the year, the Group was a recipient of funding under an award from
the United States Department of War in support of the advancement
of the Pilot Mountain project. The total award available under the
agreement is $6.2 million, subject to the incurrence of qualifying
expenditure and compliance with the grant conditions.
As the
award relates to exploration and evaluation activities, amounts
recognised have been offset against the carrying value of the
related exploration and evaluation asset.
Award
funding recognised during the year totalled $4,048,515 (2025:
$nil), of which $2,152,913 was received in cash during the year and
$1,895,602 was recognised as a receivable as at 30 June
2026.
Management
considers that all conditions relating to amounts recognised at 30
June 2026 had been satisfied. Future reimbursement awards remain
subject to the submission and approval of qualifying claims in
accordance with the award agreement.
15.
Cash
and cash equivalents
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
Bank
balances
|
52,459
|
|
1,873
|
|
51,951
|
|
1,457
|
|
Cash and cash equivalents
|
52,459
|
|
1,873
|
|
51,951
|
|
1,457
|
|
|
Number
of ordinary shares
|
|
Year ended 30 June 2026
|
|
Year ended 30 June 2025
|
|
Balance
at beginning of year
|
139,438,971
|
|
109,832,217
|
|
Expenses
settled in shares
|
-
|
|
170,000
|
|
Shares
issued in relation to acquisition
|
-
|
|
150,000
|
|
Issued
for cash
|
55,369,010
|
|
29,286,754
|
|
In issue at 30 June – fully paid (par value
1.0p)
|
194,807,981
|
|
139,438,971
|
|
|
Ordinary
share capital
|
|
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Balance
at beginning of year
|
1,739
|
|
1,346
|
|
Expenses
settled in shares
|
-
|
|
2
|
|
Shares
issued in relation to acquisition
|
-
|
|
2
|
|
Share
issues
|
743
|
|
389
|
|
Balance at end of year
|
2,482
|
|
1,739
|
|
|
Share
premium
|
|
|
Year ended 30 June 2026
US$’000
|
|
Year ended 30 June 2025
US$’000
|
|
Balance
at beginning of year
|
17,557
|
|
9,680
|
|
Expenses
settled in shares
|
-
|
|
61
|
|
Shares
issued in relation to acquisition
|
-
|
|
63
|
|
Share
issues
|
89,643
|
|
7,882
|
|
Expenses
relating to share issues
|
(6,388)
|
|
(129)
|
|
Balance at 30 June
|
100,812
|
|
17,557
|
The
shares have attached to them full voting, dividend, and capital
distribution (including winding up) rights; they do not confer any
rights of redemption.
On 22
July 2025, the Company raised $20,998,233 (£15,567,000) before
expenses, via a direct subscription of 25,945,000 new ordinary
shares of £0.01 each.
On 2
January 2026, the Company issued 229,249 new ordinary shares to
directors as part of the Company’s short term incentive
performance (STIP) scheme, with a value of $324,321
(£241,422).
On 24
March 2026, the Company completed its initial public offering (IPO)
on the New York Stock Exchange (NYSE.A), in which it issued and
sold an aggregate of 5,055,953 ADSs (representing 25,279,765
ordinary shares), including ADSs sold pursuant to the exercise of
the underwriters’ over-allotment option, at a public offering
price of $13.50 per ADS, for aggregate gross proceeds of
approximately $68,255,366 (£51,030,141).
During
the year, warrants were exercised over 2,214,996 ordinary shares,
resulting in funds received of $457,799 (£339,195), and
options were exercised over 1,700,000 ordinary shares $350,978
(£264,000).
Accumulated losses
Accumulated
losses comprise cumulative accounting profits and losses since
incorporation.
Share capital
The
share capital comprises the issued ordinary shares of the Company
at par value.
Share premium
The
share premium comprises the excess value recognised from the issue
of ordinary shares above par value.
Exchange reserve
The
exchange reserve comprises exchange differences arising on
translation of assets from functional currency £ to
presentational currency US$. As the Group is primarily involved in
the exploration and exploitation of mineral resources in the US,
the consolidated and Company financial statements are presented in
US$.
Share based payment reserve
The
share based payment reserve comprises of amounts recognised for the
fair value of share options and warrants granted.
Capital contribution
The
capital contribution represents the value of loans assigned from
subsidiary undertakings as part of a Group reorganisation. The
loans were acquired by the Company following the collapse of three
Group companies, namely Golden Metal Resources Australia Pty Ltd,
Black Fire Industrial Minerals Pty Ltd and Industrial Minerals
(USA) Pty Ltd, and the acquisition of debt due to Thor Mining
Plc.
A Share
Purchase Agreement (SPA) was entered into with Thor Mining Plc on
14 December 2021 for the acquisition of 1,256,350 ordinary shares
in Black Fire Industrial Minerals Pty Ltd by Golden Metal Resources
Australia Pty Ltd. Debt due to Thor Mining Plc from BFM Resources
Inc. and Pilot Metals Inc. of AUD$1,873k and AUD$2,064k
respectively was acquired by Golden Metal Resources Australia Pty
Ltd during the transaction.
Following
the transaction, Golden Metal Resources Australia Pty Ltd, Black
Fire Industrial Minerals Pty Ltd and Industrial Minerals (USA) Pty
Ltd, all previously subsidiaries of the Company, were deregistered
or liquidated. Intragroup debt amounting to US$5,897k, including
the debt acquired from Thor Mining Plc by Golden Metal Resources
Australia Pty Ltd, was transferred to the Company. This has been
recognised as a capital contribution in these Financial
Statements.
Consideration
of US$1,765k, comprising 48,118,920 ordinary shares and 12,500,000
warrants for ordinary shares in Power Metal Resources Plc and
US$115k in cash, was settled by Power Metal Resources Plc to Thor
Mining Plc on behalf of Golden Metal Resources Australia Pty
Ltd.
The
consideration paid by Power Metal Resources Plc of US$1,765k was
recharged to the Company and capitalised as an intangible
asset.
Basic and diluted loss per share
The
calculation of basic and diluted loss per share is based on the
loss attributable to ordinary shareholders of US$10,043k (2025:
US$2,711k, 2024: US$1,376k), and a weighted average number of
ordinary shares in issue of 288,966,419 (2025: 123,960,520, 2024:
89,803,058). The basic and diluted earnings per share are the same
given the loss for the year, making the outstanding share options
and warrants anti-dilutive.
19.
Share
options and warrants
Reconciliation of outstanding share options:
|
2026
|
Number of options
|
|
Weighted average exercise price
(£’s)
|
|
Outstanding
at 1 July 2025
|
7,404,860
|
|
0.18
|
|
Granted
during the year
|
3,850,000
|
|
1.31
|
|
Exercised
during the year
|
(1,700,000)
|
|
0.16
|
|
Lapsed
during the year
|
(500,000)
|
|
0.02
|
|
Outstanding at 30 June 2026
|
9,054,860
|
|
0.67
|
|
Exercisable at 30 June 2026
|
7,129,860
|
|
0.67
|
|
2025
|
Number of options
|
|
Weighted average exercise price
(£’s)
|
|
Outstanding
at 1 July 2024
|
6,004,860
|
|
0.13
|
|
Granted
during the year
|
1,400,000
|
|
0.09
|
|
Outstanding at 30 June 2025
|
7,404,860
|
|
0.18
|
|
Exercisable at 30 June 2025
|
6,704,860
|
|
0.18
|
The
weighted average contractual life of the options outstanding at the
reporting date is one year and 321 days (2025: one year and 167
days).
Exercise
prices of share options outstanding at 30 June 2026 are 10.75p,
14p, 40p, 131.37p.
The
fair values of the options granted during the year were calculated
using the Black Scholes Model with the following
assumptions:
|
Date
granted
|
December
2025
|
|
Risk
free interest rate
|
3.793%
|
|
Expected
volatility
|
66.377%
|
|
Expected
dividend yield
|
0%
|
|
Life of
the option
|
1
year
|
|
Share
price at measurement date
|
£1.3350
|
|
Fair value
|
£1,440,591
|
In the
current year, expected volatility was calculated using the
Company’s historical share price over the one-year period
prior to the grant date, whereas in the prior year it was based on
the average volatility of five similar companies in the same
industry.
US$2,097k has been
recognised as a share-based payment expense in the Statement of
Comprehensive Income related to portion of share options deemed to
have vested during the year.
Directors’
Options
There
were 2,225,000 options issued to Directors during the
year.
Reconciliation of outstanding warrants
|
2026
|
Number of warrants
|
|
Weighted average exercise price
(£’s)
|
|
Outstanding
at 1 July 2025
|
6,304,023
|
|
0.31
|
|
Exercised
|
(2,214,996)
|
|
0.15
|
|
Outstanding at 30 June 2026
|
4,089,027
|
|
0.40
|
|
Exercisable at 30 June 2026
|
4,089,027
|
|
0.40
|
|
2025
|
Number of warrants
|
|
Weighted average exercise price
(£’s)
|
|
Outstanding
at 1 July 2024
|
21,106,446
|
|
0.14
|
|
Granted
during the year
|
4,209,027
|
|
0.40
|
|
Exercised
|
(18,908,700)
|
|
0.18
|
|
Lapsed
|
(102,750)
|
|
0.17
|
|
Outstanding at 30 June 2025
|
6,304,023
|
|
0.31
|
|
Exercisable at 30 June 2025
|
6,304,023
|
|
0.31
|
The
weighted average contractual life of the warrants outstanding is
one year (2025: 260 days).
Exercise
prices of warrants outstanding at 30 June 2026 was
40p.
Directors’
warrants
There
were no warrants issued to Directors during the year.
20.
Trade
and other payables
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
Trade
payables
|
972
|
|
1,140
|
|
84
|
|
394
|
|
Other
payables
|
4
|
|
65
|
|
4
|
|
22
|
|
Accrued
expenses
|
2,670
|
|
571
|
|
915
|
|
322
|
|
Trade and other payables
|
3,646
|
|
1,776
|
|
1,003
|
|
738
|
21.
Financial
instruments
Financial risk management
Overview
The
Group has exposure to the following risks arising from financial
instruments:
This
note presents information about the Group’s exposure to each
of the above risks, the Group’s objectives, policies and
processes for measuring and managing risk, and the Group’s
management of capital.
Risk management framework
The
Company’s board of Directors has overall responsibility for
the establishment and oversight of the Group’s risk
management framework.
The
Group’s risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls, and to monitor risks and adherence to limits.
Risk management policies and systems are reviewed regularly to
reflect changes in market conditions and the Group’s
activities. The Group, through its training, management standards
and procedures, aims to develop a disciplined and constructive
control environment in which all employees understand their roles
and obligations.
Cost
may be an appropriate estimation of fair value at the measurement
date only in limited circumstances, such as for a pre-revenue
entity when there is no catalyst for change in fair value, or if
the transaction date is relatively close to the measurement date.
Other indicators include insufficient recent information; a wide
range of possible fair values and cost represents the best
estimate.
Financial assets carried at amortised cost
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
Cash
and cash equivalents
|
52,459
|
|
1,873
|
|
51,952
|
|
1,457
|
|
Trade
and other receivables
|
22
|
|
-
|
|
22
|
|
-
|
|
Award
receivable
|
1,896
|
|
-
|
|
-
|
|
-
|
|
Other
non-current assets
|
358
|
|
-
|
|
-
|
|
-
|
|
Amounts
due from related parties
|
-
|
|
-
|
|
294
|
|
5,194
|
|
|
54,735
|
|
1,873
|
|
52,268
|
|
6,651
|
Financial liabilities carried at amortised cost
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025
US$’000
|
|
Trade
and other payables
|
3,642
|
|
1,710
|
|
999
|
|
716
|
|
|
3,642
|
|
1,710
|
|
999
|
|
716
|
Credit risk
Credit
risk is the risk of financial loss to the Group if a customer or
counterparty to a financial instrument fails to meet its
contractual obligations.
Exposure to credit risk
The
carrying amount of financial assets represents the maximum credit
exposure. The maximum exposure to credit risk at the reporting date
was as follows:
|
|
Group
|
|
Company
|
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025 (restated)
US$’000
|
|
As at 30 June 2026
US$’000
|
|
As at 30 June 2025 (restated)
US$’000
|
|
Cash
and cash equivalents
|
52,459
|
|
1,873
|
|
51,952
|
|
1,457
|
|
Trade
and other receivables
|
22
|
|
125
|
|
22
|
|
11,215
|
|
Award
receivable
|
1,896
|
|
-
|
|
-
|
|
-
|
|
Other
non-current assets
|
358
|
|
-
|
|
-
|
|
-
|
|
Amounts
due from related parties
|
-
|
|
-
|
|
294
|
|
-
|
|
|
54,735
|
|
1,998
|
|
52,268
|
|
12,672
|
Liquidity
risk is the risk that the Group will encounter difficulty in
meeting the obligations associated with its financial liabilities
that are settled by delivering cash or another financial asset. The
Group’s approach to managing liquidity is to ensure, as far
as possible, that it will always have sufficient liquidity to meet
its liabilities when due, under both normal and stressed
conditions, without incurring unacceptable losses or risking damage
to the Group’s reputation.
The
following are the contractual maturities of financial liabilities,
including estimated interest payments and excluding the impact of
netting agreements.
Non-derivative financial liabilities carried at amortised
cost
Group
|
30 June 2026
|
Carrying amount
US$’000
|
|
2 months or less
US$’000
|
|
3-12
months
US$’000
|
|
More than 1 year
US$’000
|
|
Trade
and other payables
|
3,642
|
|
3,528
|
|
114
|
|
-
|
|
|
3,642
|
|
3,528
|
|
114
|
|
-
|
Company
|
30 June 2026
|
Carrying amount
US$’000
|
|
2 months or less
US$’000
|
|
3-12
months
US$’000
|
|
More than 1 year
US$’000
|
|
Trade
and other payables
|
999
|
|
999
|
|
-
|
|
-
|
|
|
999
|
|
999
|
|
-
|
|
-
|
Exposure to credit risk
Group
|
30 June 2025 (restated)
|
Carrying amount
US$’000
|
|
2 months or less
US$’000
|
|
3-12
months
US$’000
|
|
More than 1 year
US$’000
|
|
Trade
and other payables
|
1,710
|
|
1,710
|
|
-
|
|
-
|
|
|
1,710
|
|
1,710
|
|
-
|
|
-
|
Company
|
30 June 2025 (restated)
|
Carrying amount
US$’000
|
|
2 months or less
US$’000
|
|
3-12
months
US$’000
|
|
More than 1 year
US$’000
|
|
Trade
and other payables
|
716
|
|
716
|
|
-
|
|
-
|
|
|
716
|
|
716
|
|
-
|
|
-
|
Comparative
information has been restated to include accrued expenses within
trade and other payables which were omitted from the prior year
disclosure.
The
Group reviews its facilities regularly to ensure that it has
adequate funds for operations and expansion plans.
Market risk
Market
risk is the risk that changes in market prices, such as foreign
exchange rates, interest rates and equity prices will affect the
Group’s income or the value of its holdings of financial
instruments. The objective of market risk management is to manage
and control market risk exposures within acceptable parameters,
while optimising the return. Due to the nature of the Group’s
operations, it will be mainly exposed to fluctuations in the price
of tungsten, copper and gold. The Group, where able, will look to
hedge its foreign currency exposure.
Currency risk
The
Group operates internationally and is exposed to foreign currency
risk arising on cash and cash equivalents and receivables
denominated in a currency other than the respective functional
currencies of Group entities. The main currency in which these
transactions primarily are denominated are US Dollars (USD). The
following balances that were held in foreign currency at the
reporting date are:
|
|
Group
|
|
Company
|
|
Net
foreign currency financial assets/(liabilities)
|
30 June 2026
|
30 June 2025
|
|
30 June 2026
|
30 June 2025
|
|
|
US$’000
|
US$’000
|
|
US$’000
|
US$’000
|
|
GBP
|
107
|
1,258
|
|
107
|
1,258
|
|
AUD
|
-
|
(8)
|
|
-
|
(8)
|
|
Total net exposure
|
107
|
1,250
|
|
107
|
1,250
|
Sensitivity analysis
A 10
per cent strengthening of USD against the respective currencies at
30 June would have increased/(decreased) equity and profit or loss
by the amounts shown below:
|
Group and Company
|
Profit and Loss
|
|
Equity
|
|
|
30 June 2026
|
|
30 June 2025
|
|
30 June 2026
|
|
30 June 2025
|
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
US$’000
|
|
GBP
|
(11)
|
|
(126)
|
|
(11)
|
|
(126)
|
|
AUD
|
-
|
|
1
|
|
-
|
|
1
|
|
Total net exposure
|
(11)
|
|
(125)
|
|
(11)
|
|
(125)
|
A 10
per cent weakening of the USD against the respective currencies
would have an equal but opposite effect.
Capital risk management
The
Group’s policy is to maintain a strong capital base to
maintain investor, creditor and market confidence and to sustain
future development of the business. The capital structure of the
business consists of cash and cash equivalents, debt and equity,
which at 30 June 2026 for the Group totalled US$93,633k (2025:
US$18,178k) and for the Company totalled US$98,097k (2025:
US$21,651k). The total cash and cash equivalents is set out above
and in note 15.
Fair values and carrying amounts
The
carrying values of financial assets and liabilities are all
approximate to their fair values per the statement of financial
position.
During
the year, the Company advanced funds of $25.6m (2025: $4.9m), and
recharged net costs totalling $390k (2025: $48k), including
management charges for director and consultant fees totalling $409k
(2025: $120k), to Golden Metal Resources, LLC, the Company's wholly
owned subsidiary
During
the year, the Board approved the capitalisation of intercompany
loan balances of $30.485 million into the Company's investment in
Golden Metal Resources, LLC. Following this reclassification, no
amount was outstanding at the reporting date (2025: $4.9
million).
Transactions with key management personnel:
During
the year the Company paid US$10.8k (2025: US$31.1k) to MBB Trading
Pty Ltd, a company in which M Billing (a director who resigned
during the year) has a beneficial interest in, for his director
services. These fees are in line with his Director
contract.
During
the year the Company paid US$561k (2025: US$50.8k) to The Zephyr
Group LLC, a company in which J.T. Starzecki has a beneficial
interest in, for his director services. These fees are in line with
his Director contract.
During
the year the Company paid US$54.9k (2025: US$nil) to Schlumpberger
Inc., a company in which Michael Schlumpberger has a beneficial
interest in, for his director services. These fees are in line with
his Director contract.
During
the year the Company paid US$11k (2025: US$nil) to Abundance
Resources International, LLC., a company in which Mark Thorpe has a
beneficial interest in, for his director services. These fees are
in line with his Director contract.
The
Company has 100 per cent ownership of the Pilot Mountain, Garfield,
Pilot Mountain North, and Stonewall, Kibby Basin, White Elephant
and Cinch projects, and an earn-in option for up to 100 per cent of
the Tempiute Project and up to 100 per cent of the Golconda Summit
Project.
On 1
November 2021, the Company acquired Black Fire Industrial Minerals
Pty Ltd from Thor Mining Plc in order to acquire the Pilot Mountain
Project. Certain mining claims within the Pilot Mountain Project
are subject to a two per cent royalty held by Nevada Select Royalty
based on actual proceeds from the sale of minerals. In addition,
Nevada Select Royalty is entitled to receive non-refundable
prepayments in respect of the Pilot Metals Royalty at a current
rate of US$40,000 per annum. Guardian Metal is committed to
approximately $80,000 per annum for vehicle management costs/claim
related fees.
In
January 2025, the Company signed an option agreement to purchase
100 per cent of the Tempiute Tungsten Project. During the term of
the agreement, the Company is committed to paying the owner
US$25,000 every six months, which is to be netted against the
purchase price should the Company elect to exercise its option.
Further, the Company shall pay the owner US$25,000 on the fifth
anniversary of the deed and on each succeeding anniversary until
the Company commences commercial production of minerals from the
property. Each payment represents an advance payment of any
royalties due to the owner. The agreement allows the Company to
terminate at any time without incurring additional liabilities
beyond payments accrued up to the termination date. As such, no
liability for future payments has been recognised in the financial
statements. Guardian Metal is committed to approximately $60,000
per annum for vehicle management costs/claim related
fees.
On 21
May 2021, the Company became the operator of the Golconda Summit
Project when it entered into an Assignment and Assumption Agreement
with GR Silver Mining and the Company was also assigned the
Golconda Option Agreement to earn-in up to 100 per cent. GR Silver
Mining historically entered into the Golconda Option Agreement to
acquire 100 per cent title and interest with Eureka Resources, a
private Nevada based company. Under the terms of the Assignment and
Assumption Agreement, the Company has assumed the obligation to pay
the remaining liability of US$275,000 due under the Golconda Option
Agreement to Eureka Resources. Eureka Resources holds a 1 per cent
net smelter royalty over the Golconda Summit Project which can be
bought back at any time by the Company within one year after
commencement of production for US$1,000,000. Annual payments of
US$50,000 are payable by the Company on or before 11 August of each
of 2023, 2024, 2025, 2026 and 2027 and the Company holds an option
to purchase the leased claims for US$335,000, less the amount of
annual payments made. Guardian Metal is committed to approximately
$10,000 per annum for vehicle management costs/claim related
fees.
On 17
June 2021, Golden Metal Resources, LLC acquired the Garfield and
Stonewall Projects from the Sunrise Resources Group. Under the
terms of the Acquisition Agreements, the Sunrise Resources Group
retain a 2 per cent royalty over the Garfield and Stonewall
Projects. 1 per cent of each project royalty may be repurchased by
the Company for US$1,000,000 at any time. Guardian Metal is
committed to approximately $45,000 per annum for costs/claim
related fees in relation to Garfield, and approximately $4,000 per
annum in relation to Stonewall.
The
Company is not committed to any costs in relation to the Kibby
Basin, Pilot North, White Elephant or Cinch projects, but continues
to pay the $35,000 per annum yearly maintenance claim
fees.
24.
Post
balance sheet events
On 1
July 2026, the Company implemented an internal corporate
reorganization pursuant to which Tempiute Inc. was incorporated as
a wholly owned subsidiary of the Company and BFM Resources Inc. and
Pilot Metals Inc. were merged, with Pilot Metals Inc. as the
surviving entity.
On 7
July 2026, the Company announced that it had entered into a
strategic partnership with the Montana Mining Association, in
collaboration with Montana Technological University and the U.S.
Army Research Laboratory, to advance a domestic tungsten mining and
recovery pilot programme for U.S. defence
applications.
On 14
July 2026, the Company announced exploration results across our
non-core portfolio, including at the newly staked Cinch, Pilot
North and White Elephant.
On 17
July 2026, the Company implemented previously approved share option
arrangements with certain directors, granting an aggregate of
681,817 new options over ordinary shares: (i) an option over
400,000 ordinary shares granted to Dr. Mark Thorpe at an exercise
price of £2.55 per share pursuant to the terms agreed on his
appointment, with 100,000 vesting on grant and 300,000 vesting on
21 November 2026, and a life to expiry of three years from the date
of grant; (ii) an option over 100,000 ordinary shares granted to
Michael X. Schlumpberger at an exercise price of £1.31 per
share, being the balance of the 400,000 options agreed on his
November 2025 appointment (an option over 300,000 ordinary shares
having been granted in December 2025), with 50% vesting on grant
and 50% vesting on 24 December,2026; and (iii) an enterprise
management incentive option over 181,817 ordinary shares granted to
Oliver Friesen at an exercise price of 10.75 pence per share. In
addition, the Company extended the exercise period of the option
over 2,104,859 ordinary shares granted to Mr. Friesen under
the EMI Option Deed dated 3 May 2023 by five years to 3 May 2031
and agreed to indemnify Mr. Friesen for the net tax cost arising
from such original options not qualifying as enterprise management
incentive options, subject to a cap.
On 17
July 2026, the following purchases were made: (i) Mr. Starzecki
purchased 5,500 ordinary shares as ADRs for a total of $10,494;
(ii) Mr. Friesen purchased 20,000 ordinary shares for a total of
£29,749.50; and (iii) Mr. Schlumpberger purchased 2,500
ordinary shares as ADRs for a total of $5,005.
On 23
July 2026, the Company’s wholly owned subsidiary Advance
Tungsten Reserve, Inc., which was a dormant company, was
dissolved.
On 17
August 2026, 3,989,027 ordinary shares were issued upon the
exercise of warrants prior to their expiry, including ordinary
shares deposited into the Company’s ADS facility in
connection with such exercises.
On 25
August 2026, the Company entered into a collaboration agreement
with Oritain, a global leader in forensic origin verification, to
facilitate development of a database of origin fingerprints for
tungsten, intended to support the development of provenance
verification for tungsten for governments, industry and end
consumers.
On
September 14, 2026, we announced exploration results and related
technical information from the Tremor Zone and the Good Hope Zone
at Pilot Mountain.