Founders Metals Closes $50,000,000 Strategic Investment by Gold Fields

Rhea-AI Summary

Founders Metals (TSXV: FDR / OTCQX: FDMIF) closed a $50,000,000 strategic investment by Gold Fields on November 10, 2025 via issuance of 12,048,193 common shares at $4.15 per share, giving Gold Fields a 10.55% stake.

Proceeds are allocated to land consolidation, regional exploration, working capital, and general corporate purposes for the Antino Gold Project in Suriname. Shares carry a four-month-and-one-day statutory hold and the financing remains subject to final TSXV approval.

An investor rights agreement grants Gold Fields top-up and financing participation rights, technical committee representation, secondment rights, and a conditional right to nominate a director if ownership reaches 12.5%.

Positive

• $50,000,000 gross proceeds closed
• Gold Fields acquired a 10.55% equity stake
• Proceeds earmarked for land consolidation and regional exploration

Negative

• Financing remains subject to TSXV final approval
• Issued shares subject to a four-month-and-one-day hold period
• Gold Fields may increase or decrease ownership over time, creating future uncertainty

Insights

Mining strategic partnerships analyst

Gold Fields took a substantial minority stake in Founders, funding Antino exploration and gaining governance and technical collaboration rights.

Founders Metals received a 50,000,000 strategic equity investment from an affiliate of Gold Fields, resulting in Gold Fields holding 10.55% of issued common shares and receiving investor rights that include top-up and financing participation, technical committee representation, and potential board nomination at a 12.5% ownership threshold. Proceeds are earmarked for land consolidation, regional exploration, working capital, and corporate purposes at the Antino project.

The principal dependencies are regulatory clearance from the TSXV, the statutory hold period on the issued shares, and operational approvals required to second technical staff into the project company under Surinamese law. These items could affect the timing and practical scope of the technical collaboration and any governance changes.

Watch for the TSXV final approval, the Early Warning filing availability, any exercises of top-up or financing rights, and whether Gold Fields increases ownership toward the 12.5% board-nomination trigger over the next 6–18 months.

Corporate finance and governance analyst

The transaction supplies material capital and creates a strategic partner with formal governance and participation rights.

Founders strengthened its balance sheet with a 50,000,000 equity infusion while giving Gold Fields explicit governance and participation rights tied to ownership thresholds. The investor rights agreement formalises expectations on future financing participation and technical input without immediate board change, since current ownership is below the 12.5% threshold for a nominee.

Key risks include dilution dynamics if Gold Fields or others subscribe in future financings and the condition-based nature of technical secondments and committee roles. The four-month-and-one-day hold and the pending TSXV approval limit near-term share liquidity and corporate actions.

Monitor the Early Warning report filing, any subsequent increases or decreases in Gold Fields' stake, and exercises of participation rights; expect clear signals within the next 6–18 months as financing rounds or technical secondments are proposed.

Vancouver, British Columbia--(Newsfile Corp. - November 10, 2025) - Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") is pleased to announce that it has closed its strategic investment with Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Limited (JSE: GFI) (NYSE: GFI) ("Gold Fields") as previously announced on November 3, 2025, through the issuance of 12,048,193 common shares of the Company (the "Common Shares") at a price of $4.15 per Common Share for aggregate proceeds of $50,000,000. Gold Fields now controls 10.55% of the issued and outstanding Common Shares.

Proceeds from the strategic investment will be used for land consolidation, regional exploration activities, working capital, and general corporate purposes at the Company's Antino Gold Project in southeastern Suriname ("Antino"). National Bank Capital Markets acted as financial advisor.

All Common Shares issued are subject to a four-month and one day statutory hold period in accordance with applicable Canadian securities legislation. The financing remains subject to final approval from the TSX Venture Exchange ("TSXV").

Early Warning Report

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, today announced that it will file an early warning report in connection with the closing of the financing. Gold Fields's decision to acquire the common 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 financing, Gold Fields did not hold any securities of Founders.

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

Thomas Mengel
Tel: +27 11 562 9849 | Thomas.Mengel@goldfields.com

Investor Rights Agreement

In connection with the strategic investment, Founders and Gold Fields have entered into an investor rights agreement dated November 10, 2025, whereby, subject to conditions, including ownership thresholds, the Company has granted to Gold Fields top-up and financing participation rights, technical committee representation rights, and the right to appoint one nominee to the Company's board of directors if Gold Fields' ownership reaches or exceeds 12.5%.

In support of technical collaboration between Founders and Gold Fields, Gold Fields has been granted the right to second technical staff into Lawa Gold N.V., the project company, subject to acceptance by the Company and in compliance with applicable Surinamese laws and regulations.

About Gold Fields Limited

Gold Fields is a globally diversified gold producer with nine operating mines in Australia, South Africa, Ghana, Chile and Peru and one project in Canada. The Company has a total attributable annual gold- equivalent production of 2.1 Moz, proved and probable Gold Mineral Reserves of 44.3 Moz, measured and indicated Gold Mineral Resources of 30.4 Moz (excluding Mineral Reserves) and inferred Gold Mineral Resources of 11.6 Moz (excluding Mineral Reserves). Gold Fields' shares are listed on the JSE and American depositary shares trade on the New York Stock Exchange.

About Founders Metals Inc.

Founders Metals is a Canadian-based exploration company focused on advancing the Antino Gold Project located in Suriname, South America, in the heart of the Guiana Shield. Antino is 56,000 hectares and has produced over 500,000 ounces of gold from historical surface and alluvial mining to date¹. The Company is systematically advancing one of Suriname's most promising gold exploration and development opportunities with drill-confirmed, district-scale potential. Founders is committed to responsible exploration, community engagement, and delivering long-term value to shareholders through technical excellence and strategic growth in the Guiana Shield.

¹2022 Technical Report - Antino Project; Suriname, South America. K. Raffle, BSc, P. Geo & Rock Lefrançois, BSc, P.Geo.

ON BEHALF OF THE BOARD OF DIRECTORS,

Per: "Colin Padget"
Colin Padget
President, Chief Executive Officer, and Director

Contact Information
Katie MacKenzie, Vice President, Corporate Development
Tel: 306 537 8903 | katiem@fdrmetals.com

Harp Gosal, Director, Investor Relations
Tel: 236 301 4211 | harpg@fdrmetals.com

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding the use of proceeds from the Company's recently completed financings and the Company's prospects. 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; exploration results; mining industry risks; and other factors described in the Company's most recent annual management 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/273812

FAQ

How much did Gold Fields invest in Founders Metals (GFI/FDR) on November 10, 2025?

Gold Fields invested $50,000,000 by purchasing 12,048,193 common shares at $4.15 per share.

What percentage of Founders Metals does Gold Fields own after the November 10, 2025 financing?

After the financing Gold Fields owns 10.55% of the issued and outstanding common shares.

What will Founders Metals use the $50 million financing for at the Antino project?

Proceeds will be used for land consolidation, regional exploration, working capital, and general corporate purposes.

Are the new Founders Metals shares from the Gold Fields investment restricted?

Yes, all issued shares are subject to a four-month-and-one-day statutory hold period under Canadian securities law.

Does Gold Fields get governance or technical rights after the investment in Founders Metals?

Yes, an investor rights agreement grants top-up and financing participation rights, technical committee representation, secondment rights, and a conditional board nomination at 12.5% ownership.

Is the Gold Fields financing of Founders Metals final and approved by the TSXV?

The financing has closed but remains subject to final approval from the TSX Venture Exchange.