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

Founders Metals Inc. has entered into a share purchase agreement to acquire the remaining 30% interest in Lawa Gold N.V. from Nana Resources N.V., a move that will consolidate 100% ownership of the Antino Gold Project in Suriname. Concurrently, Gold Fields Limited has agreed to a strategic private placement investment of C$76,958,864, acquiring approximately 19.9% of Founders' issued and outstanding common shares. The transaction involves significant contingent milestone payments tied to resource growth, permitting, and production, with closing expected on or about September 4, 2026.

Under the terms of the transaction, Founders will acquire Nana's remaining 30% interest in Lawa Gold N.V. for consideration consisting of US$17,000,000 payable in cash, 13,568,944 Common Shares (Consideration Shares), and up to US$21,000,000 in contingent milestone payments. These payments are structured as follows:

• Mineral Resource Milestone: US$3,750,000 upon filing a technical report disclosing measured, indicated, and inferred mineral resources of 3,000,000+ ounces of gold.
• Permitting Milestone: US$3,750,000 upon receipt of all material governmental permits for commercial mining.
• Construction Decision Milestone: US$3,750,000 upon Board approval to construct a commercial mine and public announcement.
• First Production Milestone: US$3,750,000 upon first gold pour from a facility with nameplate capacity >2,000 tonnes per day.
• Second Production Milestone: US$6,000,000 upon cumulative gold production exceeding 600,000 ounces from a facility with nameplate capacity >2,000 tonnes per day.

Gold Fields’ investment involves the issuance of 14,146,850 common shares at a price of C$5.44 per share, based on the 5-day VWAP as of August 17, 2026. The proceeds will be used to pay the cash portion of the Transaction consideration, fund regional exploration at Antino, and support working capital and general corporate purposes.

An Investor Rights Agreement restricts Nana from transferring Consideration Shares for six months and requires Nana to vote in accordance with Board and management recommendations. The transaction is subject to TSX-V approval, completion of the Gold Fields Investment, no material adverse effect, and the cessation of Nana's involvement in alluvial operations. The outside date for the transaction is November 30, 2026, which is extendable by 90 days. All Gold Fields Shares and Consideration Shares are subject to a 4-month and 1-day statutory hold period.

National Bank Financial acted as financial advisor, while BMO Capital Markets provided a fairness opinion. An early warning report indicates that Nana will acquire 13,568,944 shares, bringing its total beneficial ownership to approximately 10.6% (15,278,944 shares) based on 143,903,160 shares outstanding post-transaction.

"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," said Colin Padget, President & CEO.