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
26 March, 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 26
March, 2026, Guardian Metal Resources PLC issued a press release
titled “Holding(s) in Company”
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:
26 March, 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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Holding(s) in Company dated 26 March, 2026
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TR-1: Standard form for notification of major holdings
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NOTIFICATION OF MAJOR HOLDINGS (to
be sent to the relevant issuer and to
the FCA in Microsoft Word format if possible) i
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1a. Identity of the issuer or the underlying issuer of existing
shares to which voting rights are attached ii:
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GUARDIAN METAL RESOURCES PLC
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1b. Please indicate if the issuer is a non-UK issuer
(please mark with an "X"
if appropriate)
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Non-UK issuer
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2. Reason for the notification (please
mark the appropriate box or boxes with an "X")
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An acquisition or disposal of voting rights
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An acquisition or disposal of financial instruments
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An event changing the breakdown of voting rights
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X
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Other (please specify) iii:
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3. Details of person subject to the notification
obligation iv
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Name
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UCAM Limited
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City and country of registered office (if applicable)
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London, United Kingdom
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4. Full name of shareholder(s) (if
different from 3.) v
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Name
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City and country of registered office (if applicable)
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5. Date on which the threshold was crossed or
reached vi:
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25/03/2026
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6. Date on which issuer notified (DD/MM/YYYY):
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25/03/2026
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7. Total positions of person(s) subject to the notification
obligation
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% of voting rights attached to shares (total of 8. A)
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% of voting
rights through financial
instruments(total of 8.B 1 + 8.B 2)
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Total of both in % (8.A + 8.B)
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Total number of voting rights held in issuer (8.A +
8.B) vii
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Resulting situation on the date on which threshold was crossed or
reached
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24.44%
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0
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24.44%
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24.44%
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Position of previous notification (if
applicable)
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28.31%
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0
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28.31%
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8. Notified details of the resulting situation on the date on which
the threshold was crossed or reached viii
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A: Voting rights attached to shares
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Class/type ofshares
ISIN code (if possible)
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Number of voting rights ix
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% of voting rights
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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Direct
(DTR5.1)
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Indirect
(DTR5.2.1)
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GB00BPQY8R36
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47,411,352
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24.44%
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SUBTOTAL 8. A
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47,411,352
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24.44%
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B 1: Financial Instruments according to DTR5.3.1R (1)
(a)
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Type of financial instrument
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Expirationdate x
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Exercise/Conversion Period xi
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Number of voting rights that may be acquired if the instrument
is
exercised/converted.
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% of voting rights
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SUBTOTAL 8. B 1
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B 2: Financial Instruments with similar economic effect according
to DTR5.3.1R (1) (b)
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Type of financial instrument
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Expirationdate x
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Exercise/Conversion Period xi
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Physical or cash
Settlement xii
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Number of voting rights
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% of voting rights
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SUBTOTAL 8.B.2
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9. Information in relation to the person subject to the
notification obligation (please
mark the applicable
box with an "X")
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Person subject to the notification obligation is not controlled by
any natural person or legal entity and does not control any other
undertaking(s) holding directly or indirectly an interest in the
(underlying) issuer xiii
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X
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Full chain
of controlled undertakings through which the voting rights and/or
thefinancial instruments are effectively held starting with the
ultimate controlling natural person or legal entity (please
add additional rows as necessary) xiv
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Name xv
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% of voting rights if it equals or is higher than the notifiable
threshold
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% of voting rights through financial instruments if it equals or is
higher than the notifiable threshold
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Total of both if it equals or is higher than the notifiable
threshold
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10. In
case of proxy voting, please identify:
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Name of the proxy holder
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The number and % of voting rights held
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The date until which the voting rights will be held
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11. Additional information xvi
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Place of completion
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London, United Kingdom
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Date of completion
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25/03/2026
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Notes
i Please
note this form should be read jointly with the applicable
Disclosure Guidance and Transparency Rules Chapter 5 (DTR5)
available on the following link: https://www.handbook.fca.org.uk/handbook/DTR/5/?view=chapter
ii Full
name of the legal entity and further specification of the issuer or
underlying issuer, provided it is reliable and accurate (e.g.
address, LEI, domestic number identity). Indicate in the relevant
section whether the issuer is a non UK issuer.
iii Other
reason for the notification could be voluntary notifications,
changes of attribution of the nature of the holding (e.g. expiring
of financial instruments) or acting in concert.
iv This
should be the full name of (a) the shareholder; (b) the natural
person or legal entity acquiring, disposing of or exercising voting
rights in the cases provided for in DTR5.2.1 (b) to (h); (c) all
parties to the agreement referred to in DTR5.2.1 (a) or (d) the
holder of financial instruments referred to in
DTR5.3.1.
As the disclosure of cases of acting in concert may vary due to the
specific circumstances (e.g. same or different total positions of
the parties, entering or exiting of acting in concert by a single
party) the standard form does not provide for a specific method how
to notify cases of acting in concert.
In relation to the transactions referred to in DTR5.2.1 (b)
to (h), the following list is provided as indication of the persons
who should be mentioned:
- in the circumstances foreseen in DTR5.2.1 (b), the natural person
or legal entity that acquires the voting rights and is entitled to
exercise them under the agreement and the natural person or legal
entity who is transferring temporarily for consideration the voting
rights;
- in the circumstances foreseen in DTR5.2.1 (c), the natural person
or legal entity holding the collateral, provided the person or
entity controls the voting rights and declares its intention of
exercising them, and natural person or legal entity lodging the
collateral under these conditions;
- in the circumstances foreseen in DTR5.2.1 (d), the natural person
or legal entity who has a life interest in shares if that person or
entity is entitled to exercise the voting rights attached to the
shares and the natural person or legal entity who is disposing of
the voting rights when the life interest is created;
- in the circumstances foreseen in DTR5.2.1 (e), the controlling
natural person or legal entity and, provided it has a notification
duty at an individual level under DTR 5.1, under DTR5.2.1 (a) to
(d) or under a combination of any of those situations, the
controlled undertaking;
- in the circumstances foreseen in DTR5.2.1 (f), the deposit taker
of the shares, if he can exercise the voting rights attached to the
shares deposited with him at his discretion, and the depositor of
the shares allowing the deposit taker to exercise the voting rights
at his discretion;
- in the circumstances foreseen in DTR5.2.1 (g), the natural person
or legal entity that controls the voting rights;
- in the circumstances foreseen in DTR5.2.1 (h), the proxy holder,
if he can exercise the voting rights at his discretion, and the
shareholder who has given his proxy to the proxy holder allowing
the latter to exercise the voting rights at his discretion (e.g.
management companies).
v Applicable
in the cases provided for in DTR5.2.1 (b) to (h). This should be
the full name of the shareholder who is the counterparty to the
natural person or legal entity referred to DTR5.2 unless the
percentage of voting rights held by the shareholder is lower than
the lowest notifiable threshold for the disclosure of voting rights
holdings in accordance with national practices (e.g. identification
of funds managed by management companies).
vi The
date on which threshold is crossed or reached should be the date on
which the acquisition or disposal took place or the other reason
triggered the notification obligation. For passive crossings, the
date when the corporate event took effect.
vii The
total number of voting rights held in the issuer shall be composed
of all the shares, including depository receipts representing
shares, to which voting rights are attached even if the exercise
thereof is suspended.
viii If
the holding has fallen below the lowest applicable threshold,
please note that it might not be necessary to disclose the extent
of the holding, only that the new holding is below that
threshold.
ix In
case of combined holdings of shares with voting rights attached
"direct holding" and voting rights "indirect holding", please split
the voting rights number and percentage into the direct and
indirect columns - if there is no combined holdings, please leave
the relevant box blank.
x Date
of maturity/expiration of the financial instrument i.e. the date
when right to acquire shares ends.
xi If
the financial instrument has such a period - please specify this
period - for example once every 3 months starting from
[date].
xii In
case of cash settled instruments the number and percentages of
voting rights is to be presented on a delta-adjusted basis (DTR
5.3.3.A).
xiii If
the person subject to the notification obligation is either
controlled and/or does control another undertaking then the second
option applies.
xiv The
full chain of controlled undertakings starting with the ultimate
controlling natural person or legal entity has to be presented also
in the cases, in which only on subsidiary level a threshold is
crossed or reached and the subsidiary undertaking discloses the
notification as only in this way will the markets get always the
full picture of the group holdings. In case of multiple chains
through which the voting rights and/or financial instruments are
effectively held the chains have to be presented chain by chain by
numbering each chain accordingly. Please see the below
example:
Name of ultimate controlling person A (chain 1)
Name of controlled undertaking B
Name of controlled undertaking C
Name of ultimate controlling person A (chain 2)
Name of controlled undertaking B
Name of controlled undertaking D
Name of ultimate controlling person A (chain3)
Name of controlled undertaking E
Name of controlled undertaking F
xv The
names of controlled undertakings through which the voting rights
and/or financial instruments are effectively held have to be
presented irrespectively whether the controlled undertakings cross
or reach the lowest applicable threshold
themselves.
xvi Example:
Correction of a previous notification.