Founders arranges $50M financing with Gold Fields

Executive Summary

• Founders Metals Inc. has secured a $50 million strategic investment from Gold Fields Netherlands Services BV, an affiliate of Gold Fields Ltd., through a non-brokered private placement.
• Gold Fields will acquire 12,048,193 common shares at $4.15 per share, gaining significant influence including board representation rights and technical collaboration opportunities.
• The capital will be utilized for land consolidation, regional exploration, and working capital at the company's Antino gold project in Suriname, with a targeted closing date of November 10, 2025.

Key Details

• Transaction Structure: Non-brokered private placement subscription agreement.
• Investor: Gold Fields Netherlands Services BV (affiliate of Gold Fields Ltd.).
• Shares Issued: 12,048,193 common shares.
• Price Per Share: $4.15.
• Gross Proceeds: $50,000,000.
• 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.
• Investor Rights Agreement (IRA): To be entered into at closing, granting Gold Fields:
  • Top-up and financing participation rights (subject to shareholding thresholds).
  • Technical committee representation rights.
  • Right to appoint one nominee to the Board of Directors if ownership reaches or exceeds 12.5%.
• Technical Collaboration: Gold Fields has the right to second technical staff into Lawa Gold NV (the project company), subject to acceptance and compliance with Surinamese laws.
• Closing Conditions: Expected to close on or about November 10, 2025, subject to customary conditions including TSX Venture Exchange approval.
• Hold Period: All common shares issued are subject to a four-month-and-one-day hold period under Canadian securities legislation.

Notable Quotes

• Colin Padget, President and CEO: "We are very pleased to welcome Gold Fields, a top-tier global gold producer, as a strategic partner. Combining Founders' position as the largest and most advanced gold explorer in Suriname with the technical capabilities of a company having decades of experience developing world-class gold deposits positions us to rapidly advance work at Antino. This partnership further underscores Suriname's potential as an emerging gold jurisdiction globally. With this capital, we are dedicating our full attention to unlocking Antino's potential -- expanding our land position and aggressively advancing regional-scale exploration across multiple high-grade targets -- building value for all shareholders."