Founders Metals closes $50M investment by Gold Fields

Executive Summary

• Founders Metals Inc. has closed a $50 million strategic investment from Gold Fields Netherlands Services B.V. (an affiliate of Gold Fields Ltd.), resulting in Gold Fields acquiring a 10.55% ownership stake in the company.
• The transaction involves the issuance of 12,048,193 common shares at $4.15 per share, with proceeds designated for land consolidation, regional exploration, working capital, and general corporate purposes at the Antino gold project in Suriname.
• An investor rights agreement was executed, granting Gold Fields specific governance rights, including board nomination rights if ownership exceeds 12.5%, and technical collaboration rights.

Key Details

• Transaction Structure: Closed strategic investment via issuance of 12,048,193 common shares.
• Price: $4.15 per common share.
• Gross Proceeds: $50,000,000.
• Investor: Gold Fields Netherlands Services B.V. (affiliate of Gold Fields Ltd.).
• Post-Transaction Ownership: Gold Fields controls 10.55% of the issued and outstanding common shares.
• Use of Proceeds: Land consolidation, regional exploration activities, working capital, and general corporate purposes at the Antino gold project in southeastern Suriname.
• Financial Adviser: National Bank Capital Markets.
• Regulatory Status: Subject to a four-month-and-one-day statutory hold period under Canadian securities legislation; financing remains subject to final approval from the TSX Venture Exchange.
• Early Warning Report: Gold Fields filed an early warning report pursuant to National Instrument 62-103; prior to this financing, Gold Fields held no securities of Founders.
• Investor Rights Agreement (Dated Nov. 10, 2025):
  • Top-up and Financing Participation Rights: Granted to Gold Fields subject to ownership thresholds.
  • Board Representation: Right to appoint one nominee to the Board of Directors if Gold Fields' ownership reaches or exceeds 12.5%.
  • Technical Collaboration: Gold Fields granted the right to second technical staff into Lawa Gold N.V. (the project company), subject to acceptance by Founders and compliance with Surinamese laws.

Notable Quotes

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