Guardian Metal Resources’ FAQ on F Shares

An F share is the ordinary share of a foreign exchange listed company traded under a US ticker symbol and is used to facilitate trade reporting in the US and to provide access for investors to trade the company’s shares during US trading hours and in US dollars.

These tickers are 5 letters long and are given their name because they end with the letter

“F”. More than 3,700 companies with primary listings on more than 30 global markets, such as London, Frankfurt, Paris, Madrid, Milan, Toronto and Tokyo, have F shares trading on OTC Markets.

The creation of an F share indicates that US broker-dealers and investors are interested in trading a company’s shares. An F share is established in the US when a broker-dealer files with FINRA to create a US ticker symbol in order to facilitate reporting trades in the US in the company’s security. While a company may not have been involved in this process, the creation of an F share indicates that there is already demand for the shares and is valuable to facilitating global liquidity.

Companies that have an F share may also have an ADR that is either traded on the OTC Markets or that is listed on a US exchange. Holders of the F share may convert their shares to ADRs under the terms set by the Depositary Bank.

US broker-dealers continuously price F shares in accordance with local market share price movements and available liquidity. While trades are executed in US dollars by US broker- dealers, the shares are settled, cleared and custodized in the company’s local market or, under certain conditions, in the US (Canadian or DTC eligible F Shares). As such, trading of an F share in the US increases the company’s overall global liquidity.

When a US investor researches and trades a non-US security, it is frequently through the US ticker as US brokerage accounts often only display US ticker symbols.

F shares are traded on the OTC Markets irrespective of where the company’s shares or ADRs are traded. Companies that elect to trade their F share on OTCQB, OTC Markets, help minimize trading restrictions and improve the flow of information for investors by trading on a market that is recognized by brokers and investors as having stronger standards for compliance.

From the perspective of an investor, trading an F share on OTCQB is similar to trading a US security. US investors can trade in US dollars during US trading hours through the retail, online or institutional broker-dealer of their choice.

US investors that purchase the F share appear on a company’s shareholder list based on the local disclosure requirements in the same manner as an investor that purchases shares in the home market.

Following the completion of our initial public offering, Guardian Metal Resources’ ADRs will trade on NYSE under the symbol “GMTL,” and the F shares will continue to trade on the OTCQB under the symbol “GMTLF.”

GMTLF shares will continue trading on OTCQB.

No, you are not required to sell or convert your shares. The F shares can still be traded on OTC market even after they are no longer sold through OTCQB.

If you do nothing, your shares of GMTLF can still be traded through OTC Pink, a lower tier on the OTC Markets than OTCQB, our current market.

The conversion of F shares into ADRs will require the assistance of a broker. You will need to contact your individual broker, who can assist you with completing the proper instruction form. Your broker will then need to contact JPMorgan Chase Bank, N.A. to arrange for the conversion of GMTLF F shares in GMTL ADRs.

How will the conversion be calculated (how many GMTL ADRs is a GMTLF share worth)?

Five GMTLF shares can be exchanged for 1 GMTL ADR.

There is no deadline, and you are not required to convert your shares. However, it is recommended you contact your broker to discuss your options linked to your specific broker.