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Guardian Metal Resources PLC Announces Proposed Spin-Out of Non-Tungsten Projects

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  • Guardian Metal Resources plc board approved in principle a strategic spin-out of non-tungsten assets (Garfield, Golconda Summit, Stonewall) into a new company named Spin-Co.
  • The Board intends to seek admission of Spin-Co to the AIM market by the second quarter of 2027, subject to regulatory approvals & market conditions.
  • Guardian Metal will retain its core tungsten projects (Pilot Mountain, Tempiute, Pilot North, Cinch, White Elephant) to sharpen focus on domestic U.S. tungsten production.
  • Spin-Co will operate as a standalone entity funded through independent financing to support the Nevada-based gold, silver, & copper exploration portfolio.
  • Guardian Metal expects to receive Spin-Co shares in exchange for the transferred assets & retain a significant shareholding, allowing shareholders indirect exposure to Spin-Co.
  • CEO Oliver Friesen's original EMI options were adjusted due to tax regulation issues; a new EMI option for 181,817 shares was granted to replace the maximum allowable tax-advantaged amount.
  • The original option exercise period was extended by five years to 3 May 2031, & the company will indemnify Mr. Friesen for net tax costs subject to a specific cap.
  • The transaction remains subject to final structure, Board approval, third-party consents, & no binding agreements have been executed yet.
  • Guardian Metal will not distribute Spin-Co shares directly to existing shareholders.
  • Forward-looking statements warn that the transaction, fundraising, & admission timeline are uncertain & subject to various risks & approvals.
Company
Guardian Metal Resources PLC
Keywords
Metals & Mining, Regulatory