Founders Metals Consolidates 100% Ownership of the Antino Gold Project and Closes C$77 Million Strategic Investment by Gold Fields

Founders secures full, royalty-free control of the Antino Gold Project and raises nearly C$77 million from strategic investor Gold Fields.

Rhea-AI Summary

Founders Metals (TSXV: FDR, OTCQX: FDMIF) has acquired the remaining 30% of Lawa Gold N.V. from Nana Resources, giving Founders a 100%, royalty-free interest in the Antino Gold Project in southeastern Suriname.

The transaction consideration to Nana totals US$17,000,000 in cash plus 13,568,944 Founders shares, with up to an additional US$21,000,000 in contingent milestone cash payments. Concurrently, Founders closed a C$76,958,864 strategic equity investment from Gold Fields Netherlands Services B.V. at C$5.44 per share, issuing 14,146,850 shares and increasing Gold Fields’ ownership from 12.5% to approximately 19.9% of Founders’ 143,903,160 outstanding shares. Proceeds funded the cash portion of the acquisition and are expected to support regional exploration, working capital, and general corporate purposes. All newly issued shares are subject to a four‑month‑and‑one‑day hold period.

Positive

• 100% royalty-free ownership of the 102,360-hectare Antino Gold Project secured
• Gold Fields invests C$76,958,864 at C$5.44 per share, lifting stake to 19.9%
• Transaction proceeds expected to fund Antino exploration, working capital and corporate purposes

Negative

• Issuance of 27,715,794 new shares to Nana and Gold Fields dilutes existing shareholders
• Nana may receive up to US$21,000,000 in additional cash milestone payments tied to project progress

Key Figures

Gold Fields investment: C$76,958,864 Gold Fields shares issued: 14,146,850 shares at C$5.44 per share Gold Fields ownership: Approximately 19.9% +5 more

Gold Fields investment

C$76,958,864

Strategic investment closed concurrently with the acquisition

Gold Fields shares issued

14,146,850 shares at C$5.44 per share

Gold Fields strategic investment

Gold Fields ownership

Approximately 19.9%

Following closing, on a non-diluted basis

Cash consideration

US$17,000,000

Cash paid to Nana for the remaining 30% interest

Consideration shares

13,568,944 common shares

Shares issued to Nana for the remaining 30% interest

Contingent milestone payments

Up to US$21,000,000

Payments tied to resource estimate, permitting, construction, and production milestones

Antino ownership

100% royalty-free interest

Following completion of the Transaction

Statutory hold period

Four months and one day

Applies to Gold Fields Shares and Consideration Shares

Historical Context

1 past event · Latest: Aug 19

1 event

1. Aug 19

   ownership consolidation

   24h Move

   +5.8%

   Announced Antino 100% ownership consolidation alongside Gold Fields investment to 19.9%

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

related party transaction, mi 61-101, early warning report, statutory hold period, +1 more

5 terms

related party transaction regulatory

"constitutes a "related party transaction" of the Company"

A related party transaction is any deal or transfer of value between a company and people or entities with close ties to it — such as executives, major owners, family members, or affiliated businesses. Investors watch these transactions because they can favor insiders over outside shareholders, skirt fair market pricing, or hide risks; like selling your car to a relative at a friendly price, they require clear disclosure and scrutiny to judge impact on value.

mi 61-101 regulatory

"under Multilateral Instrument 61-101 ("MI 61-101")"

MI 61-101 is a Canadian securities rule that sets procedures for major deals involving insiders or controlling shareholders, requiring independent valuations, extra disclosure and often shareholder approval to protect minority holders. It matters to investors because it acts like an impartial referee and independent appraiser, reducing the chance that people in control can push through unfair sales, mergers or asset transfers that would harm ordinary shareholders.

early warning report regulatory

"requires an early warning report to be filed"

An early warning report is a regulatory filing that publicly discloses when an investor or insider has taken a large or potentially influential position in a company's shares or plans significant actions with those shares. It matters to investors because it flags possible shifts in control, takeover attempts, or concentrated influence—like a neighborhood notice that someone is buying several houses on the block—helping readers reassess risk, valuation, and trading strategy.

statutory hold period regulatory

"subject to a statutory hold period of four months and one day"

A statutory hold period is a legally required time window during which newly issued securities or shares received by insiders cannot be sold. It matters to investors because it affects when those shares can enter the market, influencing supply, short-term liquidity and potential price pressure—think of it like a temporary “no-sell” tag that prevents an immediate flood of items onto a store shelf after a big restock.

non-diluted basis financial

"issued and outstanding common shares of Founders on a non-diluted basis"

Non-diluted basis describes ownership percentages or per-share figures calculated using only the company’s currently outstanding shares, ignoring any potential future shares from options, warrants, convertibles or planned issuances. Investors use it to see the present snapshot of claims or earnings per share as if the pie’s size won’t change; it’s like measuring each person’s slice today without accounting for guests who might later get slices.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Vancouver, British Columbia--(Newsfile Corp. - September 17, 2026) - Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") announces that it has completed the acquisition of the remaining 30% of the issued and outstanding shares of Lawa Gold N.V. ("Lawa") from Nana Resources N.V. ("Nana"), as previously announced on August 19, 2026 (the "Transaction"). As a result of the Transaction, Founders now holds a 100%, royalty-free interest in the Antino Gold Project ("Antino" or the "Project") in southeastern Suriname (Figure 1). Concurrently, the Company closed the C$76,958,864 strategic investment by Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Limited (JSE: GFI) (NYSE: GFI) ("Gold Fields"), increasing Gold Fields' ownership to approximately 19.9% of the Company's issued and outstanding common shares (the "Gold Fields Investment").

Under the Gold Fields Investment, the Company issued 14,146,850 common shares (the "Gold Fields Shares") at a price of C$5.44 per Gold Fields Share. Immediately prior to closing, Gold Fields held 14,489,879 common shares, representing approximately 12.5% of the Company's issued and outstanding common shares. Following closing, Gold Fields holds 28,636,729 common shares, representing approximately 19.9% of the issued and outstanding common shares of Founders on a non-diluted basis.

Colin Padget, Founders' President & CEO, commented, "With the closing of this transaction, Founders' shareholders now hold a 100%, royalty-free interest in the entire 102,360-hectare Antino district, and we have the operational control to advance it on our terms. I want to thank Nana Resources for their partnership in Suriname and their contribution to bringing the project to this point. Gold Fields' decision to increase its position to 19.9% is a strong endorsement of Antino's potential and leaves Founders well funded to advance both our known targets and greenfields exploration across the district."

Transaction Consideration
Pursuant to the terms of the Transaction, Nana has received US$17,000,000 in cash and 13,568,944 common shares of the Company (the "Consideration Shares"). Nana is further entitled to receive up to US$21,000,000 in contingent milestone payments, payable in cash, tied to the achievement of specified mineral resource estimate, permitting, construction, and production milestones at the Project. Further details of the terms of the Transaction are set out in the Company's news release dated August 19, 2026. No finders' fees were paid by the Company in connection with the Transaction.

Prior to the closing of the Transaction, Nana, with its head office located at Aboenawrokostraat 71, Geyersvlijt, Paramaribo, Suriname, transferred an aggregate of 1,102,531 common shares owned by Nana to certain of its advisors in connection with advisory fees payable to such advisors in respect of the Transaction. As a result of such transfers, following closing, Nana, together with its joint actors, now holds 14,246,413 of the Company's common shares, representing approximately 9.9% of the issued and outstanding common shares of the Company. Nana will continue to monitor its investment and, depending on various factors and subject to the terms of the Investor Rights Agreement entered into in connection with the Transaction, may from time to time in the future increase or decrease its beneficial ownership, control, direction or economic exposure over securities of the Company through market transactions, private agreements, or otherwise. This press release is being issued in part pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. Since the common shares of the Company that Nana beneficially owns or exercises control or direction over now represent less than 10% of the Company's outstanding common shares, Nana will not file further early warning or insider reports in respect of Nana's ownership of the Company's securities, except as may be required by applicable law.

A copy of the early warning report will be made available under the Company's SEDAR+ profile on www.sedarplus.ca or will be available by contacting Michael Naarendorp, Nana Resources N.V., E-mail: michael.naarendorp@nanaresources.net.

Gold Fields Investment
Proceeds from the Gold Fields Investment have been used to pay the cash portion of the Transaction consideration, and the balance is expected to be used to fund regional exploration activities at the Project, working capital, and general corporate purposes.

All Gold Fields Shares and Consideration Shares are subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities legislation and TSX Venture Exchange policies. No finders' fees were paid by the Company in connection with the Gold Fields Investment.

The issuance of the Gold Fields Shares to Gold Fields under the Gold Fields Investment constitutes a "related party transaction" of the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"), as Gold Fields is a "related party" of the Company by virtue of holding more than 10% of the issued and outstanding common shares of the Company. Pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, the Company is exempt from the requirements to obtain a formal valuation and minority shareholder approval in respect of the Gold Fields Investment, as neither the fair market value of the subject matter of, nor the fair market value of the consideration for, the Gold Fields Investment exceeds 25% of the Company's market capitalization, determined in accordance with MI 61-101.

This press release is being issued in part pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues. Gold Fields, with offices located at Schipholweg 103, Third Floor, Units D7-D10, 2316 XC Leiden, The Netherlands, will file an early warning report in connection with the closing of the Gold Fields Investment. Gold Fields' decision to acquire the Gold Fields Shares was made in the context of its overall investment purposes. Gold Fields will continue to monitor the business, prospects, financial condition and potential capital requirements of Founders. Depending on its evaluation of these and other factors, Gold Fields may from time to time in the future increase or decrease its equity ownership in Founders through market transactions, private agreements, subscriptions from treasury or otherwise, or may develop other plans or intentions in the future. Prior to the Gold Fields Investment, Gold Fields held 14,489,879 common shares of the Company, representing approximately 12.5% of the Company's issued and outstanding common shares. Following closing of the Gold Fields Investment, Gold Fields holds 28,636,729 common shares, representing approximately 19.9% of the issued and outstanding common shares of the Company (based on 143,903,160 common shares outstanding after giving effect to the issuance of the Consideration Shares and the Gold Fields Shares).

A copy of the early warning report will be made available under the Company's SEDAR+ profile on www.sedarplus.ca or by contacting the following persons:

Jongisa Magagula
Tel: +27 11 562 9775 | Jongisa.Magagula@goldfields.com

Kershnee Govender
Tel: +27 11 562 9700 | Kershnee.Govender@goldfields.com

About Founders Metals Inc.
Founders Metals Inc. is a Canadian gold exploration company building a district-scale gold camp in southeastern Suriname. The Company owns a 100% royalty-free interest in the Antino Gold Project, a 102,360-hectare contiguous land package representing the largest uninterrupted package of highly prospective greenstone belt geology in the Guiana Shield. Founders is executing one of the most active exploration programs in the global junior gold sector and is backed by a strategic partnership with Gold Fields Limited. The Company is committed to responsible exploration, strong community engagement, and disciplined capital allocation as it advances Suriname's next major gold camp.

Figure 1: Antino Gold Project Property Map¹

To view an enhanced version of this graphic, please visit:
https://images.newsfilecorp.com/files/7574/314693_0961a075945f58b5_001full.jpg

¹ Results shown in Figure 1 were previously disclosed by the Company in news releases dated August 24, 2023; July 22, 2024; September 24, 2024; November 7, 2024; December 11, 2024; February 20, 2025; April 23, 2025; June 23, 2025; June 24, 2025; December 11, 2025; January 22, 2026; April 2, 2026; April 30, 2026; June 23, 2026; July 15, 2026; August 6, 2026; and September 9, 2026, each available on the Company's website and under its profile at www.sedarplus.ca.

ON BEHALF OF THE BOARD OF DIRECTORS,

Per: "Colin Padget"

Colin Padget
President, Chief Executive Officer, and Director

Contact Information
Costner Morrison, Director, Investor Relations
Tel: +1 604 404 9413 | costnerm@fdrmetals.com

Katie MacKenzie, Vice President, Corporate Development
Tel: +1 604 712 1790 | katiem@fdrmetals.com

Qualified Persons
The technical content of this news release has been reviewed and approved by Michael Dufresne, M.Sc., P.Geol., P.Geo., an independent qualified person as defined by National Instrument 43-101.

Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including, but not limited to, the anticipated benefits of the Transaction, the Company's payment of the contingent milestone consideration under the Transaction, the potential for advancement of known targets at the Project as well as the Company's ability to conduct greenfields exploration, the potential of the Project, long-term value creation, the Company's prospects, exploration plans, and anticipated drilling results. Forward-looking information can generally be identified by words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations indicating that certain actions, events or results "may", "could", "would", "might" or "will" occur or be achieved.

Forward-looking statements are based on management's current expectations and reasonable assumptions but are subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results to differ materially from those expressed or implied, including: general business and economic uncertainties; risks related to exploration and development of the Project; the ability of the Company to obtain additional financing; mining industry risks; and other factors described in the Company's most recent annual management's discussion and analysis. Although the Company has attempted to identify important factors that could cause actual results to differ materially, other factors may cause results not to be as anticipated. There can be no assurance that forward-looking information will prove accurate, as actual results and future events could differ materially from those anticipated. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

All material information on Founders Metals can be found at www.sedarplus.ca.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/314693

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Nana Resources receive in exchange for its remaining 30% of Lawa Gold N.V.?

Nana received US$17,000,000 in cash and 13,568,944 Founders common shares. Nana is also entitled to receive up to an additional US$21,000,000 in contingent cash milestone payments linked to specified mineral resource estimate, permitting, construction and production milestones at the Antino Gold Project.

How did the transaction affect Nana Resources’ shareholding in Founders Metals?

Before closing, Nana transferred 1,102,531 Founders shares to certain advisors as advisory fees. After the transaction, Nana and its joint actors hold 14,246,413 Founders common shares, representing approximately 9.9% of the company’s issued and outstanding shares.

How many shares does Gold Fields now own in Founders Metals after its investment?

Gold Fields held 14,489,879 shares (about 12.5%) before the investment. After acquiring 14,146,850 new shares for C$76,958,864, it now holds 28,636,729 Founders shares, representing approximately 19.9% of the 143,903,160 shares outstanding.

How will Founders Metals use the proceeds from the Gold Fields investment?

The proceeds have been used to pay the cash portion of the acquisition consideration to Nana. The remaining funds are expected to be used for regional exploration activities at the Antino Gold Project, as well as for working capital and general corporate purposes.

Are the new Founders shares issued to Nana and Gold Fields freely tradable immediately?

No. All Gold Fields Shares and Consideration Shares are subject to a statutory hold period of four months and one day under applicable Canadian securities legislation and TSX Venture Exchange policies.

Why is the Gold Fields investment considered a related party transaction under MI 61-101?

Gold Fields already held more than 10% of Founders’ outstanding common shares, making it a related party. The issuance of additional shares to Gold Fields under the investment therefore constitutes a related party transaction under MI 61-101. Founders relies on exemptions from formal valuation and minority approval because the fair market value of the investment does not exceed 25% of the company’s market capitalization.

Will Nana and Gold Fields file early warning reports related to their holdings in Founders?

Yes. This news release is issued in part under National Instrument 62-103. Gold Fields will file an early warning report in connection with its investment. Nana’s holdings have decreased to below 10%, so it does not expect to file further early warning or insider reports regarding its ownership unless required by law.