Guardian Metal Resources PLC ADR美股招股说明书(2026-03-23版)

This is the initial public offering of Guardian Metal Resources PLC in the United States. We areoffering 4,444,400 American Depositary Shares (each, an “ADS” and collectively, “ADSs”), with each ADSrepresenting the right to receive five ordinary shares. The initial public offering price of the ADSs is $13.50per ADS. Our ADSs have been approved for listing on the NYSE American under the symbol “GMTL”. Our ordinary shares trade on AIM, a market of the London Stock Exchange, under the symbol“GMET”. On March 19, 2026, the last reported sale price of our ordinary shares on AIM was £2.20 perordinary share. Investing in our ADSs involves a high degree of risk. See “Risk Factors” beginning on page16to readabout factors you should consider before buying our ADSs. We are both an “emerging growth company” and a “foreign private issuer” as defined under the U.S.federal securities laws and, as such, may elect to comply with certain reduced public company reportingrequirements. See “Prospectus Summary — Implications of Being an Emerging Growth Company, a SmallerReporting Company and a Foreign Private Issuer.” To the extent that the underwriters sell more than 4,444,400 ADSs, the underwriters have the option topurchase up to an additional 666,660 ADSs from us at the initial public offering price. The underwritersmay exercise this option at any time within 45days after the date of the final prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation tothe contrary is a criminal offense. The underwriters expect to deliver the ADSs to purchasers on or about March 24, 2026. Lead Book-Running Manager BMO Capital Markets Book-Running Manager Cantor Co-Managers D.A. Davidson & Co. Berenberg Prospectus dated March 19, 2026 TABLE OF CONTENTS PageAbout This ProspectusiiiMarket and Industry DataiiiTrademarksiiiPresentation of Financial and Other InformationiiiScientific and Technical InformationivProspectus Summary1The Offering11Summary Consolidated Financial and Other Data13Risk Factors16Special Note Regarding Forward-Looking Statements54Use of Proceeds56Dividend Policy57Capitalization58Dilution60Management’s Discussion and Analysis of Financial Condition and Results of Operations62Industry72Business74Mining Properties83Management96Principal Shareholders109Related Party Transactions111Description of Share Capital and Articles of Association112Description of American Depositary Shares134Ordinary Shares and ADSs Eligible for Future Sale152Material Tax Considerations154Underwriters162Expenses of the Offering171Legal Matters172Experts173Service of Process and Enforcement of Civil Liabilities174Where You Can Find Additional Information176Index to Consolidated Financial StatementsF-1 For investors outside the United States: neither we nor the underwriters have done anything that wouldpermit this offering or possession or distribution of this prospectus in any jurisdiction, other than the UnitedStates, where action for that purpose is required. Persons outside the United States who come intopossession of this prospectus must inform themselves about, and observe any restrictions relating to, theoffering of the ADSs and the distribution of this prospectus outside the United States. Neither we nor the underwriters have authorized anyone to provide you with any information or to makeany representations other than those contained in this prospectus, any amendment or supplement to thisprospectus or in any free writing prospectus we have prepared, and neither we nor the underwriters takeresponsibility for, and can provide no assurance as to the reliability of, any other information others may giveyou. Neither we nor the underwriters are making an offer to sell, or seeking offers to buy, these securities in anyjurisdiction where the offer or sale is not permitted. The information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the time of delivery of this prospectus orthe sale of ADSs. Our business, financial condition, results of operations and prospects may have changed sincethe date on the cover page of this prospectus. We are incorporated under the laws of England and Wales. Under the rules of the U.S. Securities andExchange Commission (the “SEC”), we are currently eligible for treatment as a “foreign private issuer.” Asa foreign private issuer, we will not be required to file periodic reports and financial statements with theSEC as frequently or as promptly as domestic registrants whose securities are registered under the SecuritiesExchange Act of 1934, as amended (the “Exchange Act”). ABOUT THIS PROSPECTUS Except where the context otherwise requires or where otherwise indicated, the terms “Guardian,” the“Company,” “we,” “us,” “our company” and “our business” refer to Guardian Metal Resources PLC,tog