UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16
OF THE SECURITIES EXCHANGE ACT OF 1934
17 July, 2026
Commission File Number 001-43199
Guardian Metal Resources PLC
c/o Orana Corporate LLP
25 Eccleston Place
London SW1W 9NF
United Kingdom
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
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Form 20-F ☒
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Form 40-F ☐
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Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(1): ___
Indicate
by check mark if the registrant is submitting the Form 6-K in paper
as permitted by Regulation S-T Rule 101(b)(7): ____
Guardian
Metal Resources PLC
On 17
July, 2026, Guardian Metal Resources PLC issued a press release
titled “Implementation of Share Option
Arrangements”
A copy
of the press release is attached hereto as Exhibit
99.1.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on behalf by
the undersigned, thereunto duly authorized.
Guardian Metal Resources PLC
(Registrant)
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Date:
17 July, 2026
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By: /s/
Oliver Friesen
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Name:
Oliver Friesen
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Title:
Chief Executive Officer
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Exhibit Index
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Exhibit
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Description of Exhibit
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99.1
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Implementation of Share Option Arrangements dated 17 July,
2026.
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17 July 2026
Guardian Metal Resources plc
('Guardian Metal' or the 'Company')
Implementation of Previously Approved Share Option
Arrangements
Guardian Metal Resources plc (NYSE.A: GMTL, LON: GMET, OTCQB:
GMTLF), a strategic exploration company focused on tungsten in
Nevada, USA, announces the formal implementation of previously
approved share option arrangements with certain directors of the
Company. Following the end of a closed trading period on 14 July
2026 under UK MAR, previously approved 681,817 new share options
("Options") over the Company's ordinary shares of 1 pence each
("Ordinary Shares") have now been granted to these directors on the
terms described below.
Grant of Options Pursuant to Directors' Terms of
Appointment
Pursuant to the terms agreed on his appointment, on 21 May 2026
(the "MT commencement date"), an option over 400,000 Ordinary
Shares has been granted to Non-Executive Director Mark Thorpe, each
at an exercise price of £2.55, such exercise price being the
closing price of the Company's Ordinary Shares on AIM on the MT
commencement date. The Options have a life to expiry of three years
from the date of grant, with 100,000 vesting immediately and
300,000 vesting six months after his appointment, on 21 November
2026.
In addition, pursuant to the terms agreed on his appointment on 3
November 2025 (the "MS commencement date") Non-Executive Director
Michael Schlumpberger became entitled to the grant of options over
400,000 Ordinary Shares in the Company, each at an exercise price
of £1.31, such exercise price being the closing price of the
Company's Ordinary Shares on AIM on the MS commencement date.
An option over 300,000 Ordinary Shares was granted in December
2025. An option over the remaining 100,000 Ordinary Shares under
option has now been granted to Mr Schlumpberger, at the same
exercise price of £1.31 per share, as previously agreed, per
the terms of his original 3 November 2025 appointment. The Options
have a life to expiry of three years from their respective vesting
dates, with 50 per cent vesting immediately and 50 per cent vesting
on 24 December 2026.
Grant of Options and Extension of Existing Options
Under the original EMI Option Deed dated 3 May 2023, prior to the
Company's initial public offering and admission to AIM, it was
intended that the option granted over 2,104,859 Ordinary Shares by
the Company to Chief Executive Officer Oliver Friesen, each at an
exercise price of 10.75p, would qualify as enterprise management
incentive ("EMI") options (the "Original Option"). It was
subsequently established that, under applicable UK tax regulations,
the Original Option did not qualify to receive the tax advantaged
treatment normally associated with EMI options.
Following consideration of this issue and pursuant to remuneration
arrangements proposed by the remuneration committee and approved by
the directors, in order to best restore Oliver Friesen to the same
economic position intended by the Company at the time of execution
of the original EMI Option Deed, the Company determined (i) to
grant an EMI option over the maximum number of Ordinary Shares
possible up to the statutory £250,000 individual limit, being
181,817 Ordinary Shares, to Chief Executive Officer Oliver Friesen,
each at an exercise price of 10.75p; (ii) to extend the exercise
period of the Original Options by five years to 3 May 2031; and
(iii) to indemnify Mr Friesen for the net tax cost arising from the
Original Options not qualifying as enterprise management incentive
options, subject to a cap equal to the net tax cost that would have
arisen had the Original Options been exercised on the original
expiry date.
For further information visit www.Guardianmetalresources.com or
contact the following:
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Guardian Metal Resources plc
Oliver
Friesen (CEO)
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Tel: +44
(0) 20 7583 8304
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Cairn Financial Advisers LLP
Nominated Adviser
Sandy
Jamieson/Jo Turner/Louise O'Driscoll
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Tel:
+44 (0) 20 7213 0880
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Berenberg
Joint Broker and Financial Adviser
Jennifer
Lee/Ivan Briechle
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Tel: +44
(0) 20 3207 7800
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Tamesis Partners LLP
Joint Broker
Charlie
Bendon/Richard Greenfield
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Tel:
+44 (0) 20 3882 2868
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Tavistock
Financial PR in the UK
Emily Moss/Josephine Clerkin
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Tel:
+44 (0) 7920 3150 /
+44
(0) 7788 554035
guardianmetal@tavistock.co.uk
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Edelman Smithfield
Financial PR in the US
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guardianmetal@edelmansmithfield.com
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About Guardian Metal
Resources
Guardian Metal Resources PLC (NYSE.A: GMTL, LON:GMET, OTCQB:GMTLF)
is a strategic mineral exploration company driving the revival of
U.S. mined tungsten production and strengthening America's defense
metal independence. The Company is advancing two co-flagship
tungsten projects, Pilot Mountain, one of the largest undeveloped
tungsten deposits in the U.S. and Tempiute, formerly America's
largest producing tungsten operation, both located in
Nevada, one of the top-rated mining jurisdictions in the
United States.
In July 2025, the U.S. Department of War (DoW) under Title III of
the Defense Production Act of 1950, as amended, invested
US$6.2M in Golden Metal Resources (USA) LLC,
a wholly-owned subsidiary of Guardian Metal Resources
PLC, to support the Pilot Mountain PFS. The Company completed a
U.S. listing on the NYSE American on March 20,
2026.
Tungsten is a strategic metal critical to the defense, energy
transition, technology, and industrial sectors. In the context of
shifting geopolitical dynamics and tightening Chinese export
restrictions, Guardian Metal is well positioned to play a leading
role in re-establishing a secure, domestically mined U.S. supply
chain for this vital defense metal.