Founders Metals to Consolidate 100% Ownership of Antino Gold Project; Gold Fields Increases Strategic Stake to 19.9%

Rhea-AI Summary

Founders Metals (TSXV:FDR, OTCQX:FDMIF) agreed to acquire Nana Resources’ remaining 30% of Lawa Gold, consolidating 100% ownership of the Antino Gold Project in Suriname. Consideration includes US$17 million cash, 13,568,944 shares and up to US$21 million in contingent milestone payments tied to resources, permitting, construction and production.

Concurrently, an affiliate of Gold Fields (JSE/NYSE:GFI) will invest C$76,958,864 via a private placement of 14,146,850 shares at C$5.44 per share, taking its stake to about 19.9%. Nana is expected to own roughly 10.6% post‑closing. Closings, targeted around September 4, 2026, remain subject to TSX-V approval, completion of the Gold Fields investment and other customary conditions.

Positive

• 100% ownership of Antino via acquisition of Nana’s remaining 30% interest
• US$17,000,000 cash plus 13,568,944 shares as base consideration
• Up to US$21,000,000 in milestone payments, linking part of cost to project de-risking
• C$76,958,864 strategic investment at C$5.44 per share by Gold Fields
• Gold Fields expected to own about 19.9% of Founders on closing
• Nana expected to hold about 10.6% with six‑month lock‑up and voting alignment

Negative

• Issuance of 27,715,794 new shares (Consideration and Gold Fields Shares) creates shareholder dilution
• Potential future obligations of up to US$21,000,000 in contingent milestone payments
• Closings subject to TSX‑V approval, completion of Gold Fields investment and other conditions
• All new shares subject to a four‑month and one day statutory hold period

News Explained

The financing supplies acquisition cash and exploration funding, while the proposed share issuances dilute existing holders and carry statutory hold periods.

The agreement has been signed but remains subject to closing conditions, and completion would give Founders Metals full ownership of Antino while issuing shares to Gold Fields and Nana.

The proposed issuance of 14,146,850 Gold Fields shares and 13,568,944 consideration shares would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Both share classes will be subject to a statutory hold period of four months and one day; Nana’s consideration shares also cannot be transferred for six months and must generally be voted with the board and management’s recommendations.

Gold Fields’ cash proceeds are designated for the cash acquisition consideration, regional exploration, working capital and general corporate purposes.

Market Context

Insider records show 1,000 shares bought and 0 sold during the analyzed period. That net buying adds...

Analysis

Insider records show 1,000 shares bought and 0 sold during the analyzed period. That net buying adds context to the transaction, while closing approvals and low short positioning remain relevant risk considerations.

Key Figures

Remaining interest acquired: 30% Antino ownership: 100% Gold Fields investment: C$76,958,864 +5 more

8 metrics

Remaining interest acquired 30% Lawa interest acquired from Nana

Antino ownership 100% Ownership expected after closing

Gold Fields investment C$76,958,864 Private placement

Gold Fields shares issued 14,146,850 shares Private placement

Placement price C$5.44 per share Gold Fields private placement

Gold Fields expected stake 19.9% Expected ownership following closing

Cash consideration US$17,000,000 Consideration for the remaining Lawa interest

Contingent milestone payments Up to US$21,000,000 Potential payments tied to project milestones

Key Terms

private placement, related party transaction, mi 61-101, investor rights agreement, +1 more

5 terms

private placement financial

"through a private placement of 14,146,850 common shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

related party transaction regulatory

"is expected to constitute a "related party transaction""

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 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.

investor rights agreement regulatory

"enter into an investor rights agreement restricting Nana"

A legally binding contract between a company and its investors that spells out investors’ core protections and privileges—such as voting rights, how and when shares can be sold, information access, and steps for resolving disputes. Think of it like a rulebook or homeowner association agreement for ownership: it clarifies who gets a say, how value can be realized, and what protections exist if things go wrong, making investment risks and expectations clearer for shareholders.

statutory hold period regulatory

"will be subject to a statutory hold period"

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.

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

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Vancouver, British Columbia--(Newsfile Corp. - August 19, 2026) - Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated August 18, 2026 (the "Agreement") with Nana Resources N.V. ("Nana"), pursuant to which Founders will acquire the remaining 30% of the issued and outstanding shares of Lawa Gold N.V. ("Lawa") from Nana (the "Transaction"), which will result in Founders consolidating 100% ownership of Lawa. Lawa holds all mineral rights, concessions, and infrastructure comprising the Antino Gold Project ("Antino" or the "Project") in southeastern Suriname. On closing, Founders will hold a 100%, royalty-free interest in Antino (Figure 1).

Concurrent with the Transaction, the Company is also pleased to announce that Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Limited (JSE: GFI) (NYSE: GFI) (“Gold Fields”), has agreed to make a strategic investment of C$76,958,864 in the Company through a private placement of 14,146,850 common shares of the Company (the “Gold Fields Shares”) at a price of C$5.44 per Gold Fields Share, being the five-day volume-weighted average price of the Common Shares as of August 17, 2026 (the “Gold Fields Investment”). Following closing of the Transaction and the Gold Fields Investment, Gold Fields is expected to hold approximately 19.9% of the issued and outstanding common shares of the Company (“Common Shares”).

Colin Padget, Founders' President & CEO, commented, "This is a defining moment for Founders. Consolidating 100% of Lawa Gold gives us full control of the entire 102,360-hectare Antino district as we enter the most important phase of its growth. Gold Fields' decision to increase its strategic investment to approximately 19.9% of the Company is a powerful endorsement of Antino's potential and our team's ability to unlock it. We thank Nana Resources for their partnership at Antino and are pleased they remain shareholders as we advance the Project with full operational control and a strengthened treasury."

Transaction Highlights

• 100% ownership of Antino: Founders will acquire Nana's remaining 30% interest in Lawa, consolidating full ownership of the Project and its 102,360-hectare contiguous land package in the Guiana Shield.

• Consideration: US$17,000,000 payable in cash; 13,568,944 Common Shares (the "Consideration Shares"); and up to US$21,000,000 in contingent milestone payments (the "Milestone Payments") tied to mineral resource estimates, permitting, construction, and production achievements at the Project.

• Operational control: Full ownership of Lawa will provide Founders with complete operational flexibility to advance operations at the Project.

Milestone Payments

• Mineral Resource Milestone: US$3,750,000, upon the filing of a technical report disclosing measured, indicated, and inferred mineral resources of 3,000,000 or more ounces of gold;

• Permitting Milestone: US$3,750,000, upon receipt of all material governmental permits required for commercial mining operations;

• Construction Decision Milestone: US$3,750,000, upon the board of directors of the Company (the "Board") approving a decision to construct a commercial mine at the Project and public announcement;

• First Production Milestone: US$3,750,000, upon the first pour of gold from a processing facility with a nameplate design capacity exceeding 2,000 tonnes per day; and

• Second Production Milestone: US$6,000,000, upon cumulative gold production exceeding 600,000 ounces from a processing facility with a nameplate design capacity exceeding 2,000 tonnes per day.

Investor Rights Agreement

At closing of the Transaction, Founders and Nana will enter into an investor rights agreement restricting Nana from transferring its Consideration Shares for six months and requiring Nana to vote its Consideration Shares and other Common Shares in accordance with recommendations of the Board and Company management as well as other customary rights and obligations of the parties.

Conditions to Closing

Closing of the Transaction is subject to the satisfaction or waiver of customary conditions, including:

• approval of the TSX Venture Exchange (the "TSX-V");
• the Company completing the Gold Fields Investment;
• no material adverse effect having occurred; and
• the permanent cessation by Nana of its involvement in alluvial operations on the Project.

The outside date for the Transaction is November 30, 2026, which may be extended by up to 90 days by mutual agreement of the parties. Closing of the Transaction is expected to occur on or about September 4, 2026.

No finders' fees are payable in connection with the Transaction.

Gold Fields Investment

Founders has entered into a subscription agreement with Gold Fields for a strategic investment of C$76,958,864 through the issuance of 14,146,850 Gold Fields Shares at a price of C$5.44 per Gold Fields Share. Following closing of the Gold Fields Investment, Gold Fields is expected to hold approximately 19.9% of the issued and outstanding Common Shares.

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

Closing of the Gold Fields Investment is expected to occur on or about September 4, 2026.

All Gold Fields Shares and Consideration Shares will be subject to a statutory hold period of four months and one day in accordance with applicable Canadian securities legislation and TSX-V policies, as applicable. The Gold Fields Investment remains subject to final approval of the TSX-V.

The purchase of Gold Fields Shares under the Gold Fields Investment is expected to constitute a "related party transaction" of the Company under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). It is expected pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101, that the Company will be exempt from obtaining formal valuation and minority approval of the Company's shareholders respecting the purchase of Gold Fields Shares under the Gold Fields Investment as the fair market value of securities to be purchased under the Gold Fields Investment is expected to be below 25% of the Company's market capitalization as determined in accordance with MI 61-101.

National Bank Financial acted as a financial advisor to Founders. BMO Capital Markets has provided to the Board a fairness opinion stating that the consideration to be paid by Founders pursuant to the Transaction is fair from a financial point of view to the Company.

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 Trading Reporting Issues. Nana, with its head office located at Aboenawrokostraat 71, Geyersvlijt, Paramaribo, Suriname, will acquire 13,568,944 Common Shares on closing of the Transaction. Immediately prior to the Transaction, Nana held 1,710,000 Common Shares, representing approximately 1.5% of the issued and outstanding Common Shares. Following closing of the Transaction, Nana is expected to beneficially own an aggregate of 15,278,944 Common Shares, representing approximately 10.6% of the issued and outstanding Common Shares (based on 143,903,160 Common Shares outstanding after giving effect to the issuance of the Consideration Shares and the Gold Fields Shares). 

Nana’s decision to acquire the Common Shares was made in the context of the Transaction. 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.  A copy of the early warning report to be filed by Nana will be available under the Company’s SEDAR+ profile at www.sedarplus.ca or by contacting Michael Naarendorp, Nana Resources N.V., E-mail: michael.naarendorp@nanaresources.net.

About Founders Metals Inc.

Founders Metals Inc. is a Canadian gold exploration company building a district-scale gold camp in southeastern Suriname. The Company controls a 102,360-hectare contiguous land package in the Guiana Shield - the largest uninterrupted package of highly prospective greenstone belt geology in the region. 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/7574/310274_foundersfig1.png

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; and August 6, 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
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, statements regarding the Transaction, the Gold Fields Investment, the anticipated benefits of the Transaction, the potential of the Project, the terms, conditions, and potential completion of the Transaction and Gold Fields Investment (including the expected closing dates), 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: risks that the parties may not close the Transaction or the Gold Fields Investment within anticipated timelines, or at all; general business and economic uncertainties; risks related to exploration and development of the Project; the need to obtain regulatory approvals including TSX-V; the ability of the Company to obtain additional financing; 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/310274

FAQ

What did Founders Metals (OTCQX:FDMIF) announce about the Antino Gold Project on August 19, 2026?

Founders Metals announced a deal to acquire Nana Resources’ remaining 30% of Lawa Gold, consolidating 100% ownership of the Antino Gold Project. According to Founders, consideration combines cash, shares and contingent milestone payments, alongside a major strategic equity investment by Gold Fields.

How much is Gold Fields (NYSE:GFI) investing in Founders Metals and what stake will it hold?

Gold Fields’ affiliate agreed to invest C$76,958,864 in Founders Metals through 14,146,850 shares at C$5.44 each. According to Founders, Gold Fields is expected to hold approximately 19.9% of the company’s issued and outstanding common shares after closing.

What are the key terms of Founders Metals’ acquisition of Nana’s 30% interest in Lawa Gold?

Founders will pay US$17,000,000 in cash, issue 13,568,944 consideration shares and may pay up to US$21,000,000 in milestone payments. According to Founders, milestones relate to mineral resource size, permitting, construction decisions and production levels at the Antino Gold Project.

When are the Founders Metals Antino transaction and Gold Fields investment expected to close?

Both the Lawa Gold acquisition and the Gold Fields private placement are expected to close on or about September 4, 2026. According to Founders, the transaction has an outside date of November 30, 2026, extendable by up to 90 days by mutual agreement.

How will the Nana Resources shareholding in Founders Metals change after the Antino transaction?

Nana Resources is expected to increase its holdings from 1,710,000 to 15,278,944 common shares of Founders Metals. According to Founders, this would represent approximately 10.6% of outstanding shares, and Nana’s new shares will be subject to a six‑month transfer restriction and voting commitments.

What will the new share count and ownership structure be at Founders Metals after the deal?

After issuing consideration shares to Nana and placement shares to Gold Fields, Founders expects 143,903,160 common shares outstanding. According to Founders, Gold Fields would own about 19.9% and Nana about 10.6%, with Founders holding 100% of Antino through Lawa Gold.

How will Founders Metals use the proceeds from the Gold Fields (GFI) strategic investment?

Proceeds from the C$76,958,864 Gold Fields investment will fund the cash portion of the Nana transaction, regional exploration at Antino, working capital and general corporate purposes. According to Founders, this financing supports advancing the Antino Gold Project under full operational control.