GUARDIAN METAL RESOURCES PLC

UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED 31 DECEMBER 2024

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL REPORT

1. Reporting entity

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 Salisbury House, London Wall, London, EC2M 5PS. The unaudited consolidated financial statements of the Group as at and for the period ended 31 December 2024 include the Company and its subsidiaries. The Company is the parent company of Golden Metal Resources LLC, Pilot Metals Inc. and BFM Resources Inc.; the subsidiaries are registered and domiciled in the US. The Group is primarily involved in the exploration and exploitation of mineral resources in the US.

2. Basis of preparation

(a)          Statement of compliance

As permitted, IAS 34, 'Interim Financial Reporting' has not been applied in this interim report. While the financial figures included in this half-year report have been computed in accordance with international accounting standards applicable to Interim periods, this half-yearly report does not contain sufficient information to constitute an Interim Financial report as that term is defined in IAS 34.

The financial information presented in this interim report has been prepared using accounting policies that are expected to be applied in the preparation of the financial statements for the year ending 30 June 2025.

These policies are in accordance with the recognition and measurement principles of International Financial Reporting Standards, International Accounting Standards, and Interpretations (collectively IFRS) issued by the International Accounting Standards Board as endorsed for use in the United Kingdom, and these principles are disclosed in the Financial Statements for the year ended 30 June 2024.

The interim results have been prepared on a going concern basis. The financial information in this interim report does not constitute statutory accounts within the meaning of Section 435 of the Companies Act 2006. The 2024 interim financial report has not been audited.

The Annual Report and Financial Statements for 2024 have been filed with the Registrar of Companies. The Independent Auditors' Report on the Annual Report and Financial Statements for 2024 was unqualified and did not contain a statement under 498(2) or 498(3) of the Companies Act 2006.

The interim results were approved by the Board of directors on 25 March 2025.

(b)          Judgements and estimates

Preparing the interim financial report requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income, and expense.  Actual results may differ from these estimates.

In preparing this consolidated interim financial report, significant judgements made by management in applying the Group's accounting policies and key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 30 June 2024.

(c)           Going concern

The interim financial report has been prepared on a going concern basis. Although the Group's assets are not generating revenues, the directors believe, having considered all available information, including the Company's proven ability to raise further equity funds from its supportive shareholder base, that the Group will have sufficient funds to meet its expected committed and contractual expenditure for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the interim financial report for the period ended 31 December 2024.

3. Significant accounting policies

The accounting policies applied by the Group in this consolidated interim financial report are the same as those applied by the Group in its consolidated financial statements as at and for the year ended 30 June 2024.

4. Earnings per share

Basic loss per share

The calculation of basic and diluted loss per share is based on the loss attributable to ordinary shareholders and a weighted average number of ordinary shares in issue. 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.

5. Share Capital

The shares have attached to them full voting, dividend, and capital distribution (including winding up) rights; they do not confer any rights of redemption.

During the period ended 31 December 2024, the Company received notice to exercise warrants over 100,000 new ordinary shares of 1p each at an exercise price of 17 pence per warrant share, raising an additional $21,295 (£17,000) for the Company. At the period-end date, the Company had received funds for these warrants exercised, however the shares were issued post 31 December 2024, and therefore this amount is included in the shares to be issued line within the Group statement of financial position.

At the date of this interim report, the Company had 127,049,429 Ordinary Shares in issue.

6. Intangibles

Intangible assets relate to exploration and evaluation project costs capitalised as at 31 December 2024. Additions to project costs during the period ended 31 December 2024 were in relation to projects in Nevada, USA. The exploration projects comprise of the Pilot Mountain Project, Golconda Summit Project, Stonewall Project, Garfield Project and Tempiute Project. The Group is the operator of the Golconda Summit Project, and this is held under an earn-in right from the mineral claim owner under an option agreement. Further analysis of each project can be seen in the annual report for the year ending 30 June 2024 and all terms remain unchanged.

7. Post balance sheet events

On 9 January 2025, Guardian Metal completed a strategic raise of £750,000 through the issue of 2,500,000 new ordinary shares of 1.0p each, at a price of £0.30 per share.

On 14 January 2025, Guardian Metal issued 100,000 new ordinary shares of 1.0p each pursuant to the exercise of 100,000 warrants over ordinary shares raising £17,000 for the Company. The subscription funds for this warrant exercise were received prior to reporting date and have been recognised on the statement of financial position as shares to be issued (refer to note 5 for further details).

On 16 January 2025, Guardian Metal issued 100,000 new ordinary shares of 1.0p each pursuant to the exercise of 100,000 warrants over ordinary shares at £0.17 each raising £17,000 for the Company.

On 24 January 2025, Guardian Metal issued 233,823 new ordinary shares of 1.0p each pursuant to the exercise of 233,823 warrants over ordinary shares at £0.17 each raising £39,750 for the Company.

On 30 January 2025, Guardian Metal issued 931,873 new ordinary shares of 1.0p each pursuant to the exercise of 931,873 warrants over ordinary shares at £0.17 each raising £158,418 for the Company.

On 27 January 2025, Guardian Metal announced that it had signed the Definitive Exploration Lease and Option to Purchase Agreement with Hinkinite Resources for the Tempiute Tungsten Project. Pursuant to the terms of the Option Agreement the Company issued 150,000 new ordinary shares to the vendors at a deemed price of £0.35 per share.

On 6 February 2025, Guardian Metal issued 149,925 new ordinary shares of 1.0p each pursuant to the exercise of 149,925 warrants over ordinary shares at £0.17 each raising £25,487 for the Company.

On 19 February 2025, Guardian Metal issued 321,229 new ordinary shares of 1.0p each pursuant to the exercise of 321,229 warrants over ordinary shares at £0.17 each raising £54,609 for the Company.

On 20 February 2025, Guardian Metal's former group member Power Metal Resources plc ("Power Metal"), announced the sale of 29,758,334 ordinary shares in Guardian Metal and 986,352 warrants to UCAM Ltd ("UCAM"). The Company welcomed UCAM as a new strategic investor. Following its purchase, UCAM holds a 23.45% interest in the issued share capital of the Company and Power Metal retains 24,699,825 ordinary shares representing 19.46% of the issued share capital of the Company. 

On 27 February 2025, Guardian Metal issued 125,588 new ordinary shares of 1.0p each pursuant to the exercise of 125,588 warrants over ordinary shares at £0.17 each raising £21,350 for the Company.

On 13 March 2025, Guardian Metal issued 30,000 new ordinary shares of 1.0p each pursuant to the exercise of 30,000 warrants over ordinary shares at £0.17 each raising £5,100 for the Company.

8. Availability of interim report

A copy of these results will be made available for inspection at the Company's registered office during normal business hours on any weekday. The Company's registered office is at is Salisbury House, London Wall, London, EC2M 5PS. A copy can also be downloaded from the Company's website at https://www.guardianmetalresources.com/. Guardian Metal Resources is registered in England and Wales with registered number 13351178.

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