Mr. Colin Padget reports

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 dated Aug. 18, 2026, with Nana Resources N.V., pursuant to which Founders will acquire the remaining 30 per cent of the issued and outstanding shares of Lawa Gold N.V. from Nana, which will result in Founders consolidating 100-per-cent ownership of Lawa. Lawa holds all mineral rights, concessions and infrastructure comprising the Antino gold project in southeastern Suriname. On closing, Founders will hold a 100-per-cent royalty-free interest in Antino.

Concurrent with the transaction, the company is also pleased to announce that Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Ltd., has agreed to make a strategic investment of $76,958,864 in the company through a private placement of 14,146,850 common shares of the company at a price of $5.44 per Gold Fields share, being the five-day volume-weighted average price of the common shares as of Aug. 17, 2026. Following closing of the transaction and the Gold Fields investment, Gold Fields is expected to hold approximately 19.9 per cent of the issued and outstanding common shares of the company.

Colin Padget, Founders' president and chief executive officer, commented: "This is a defining moment for Founders. Consolidating 100 per cent 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 per cent 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-per-cent ownership of Antino: Founders will acquire Nana's remaining 30-per-cent interest in Lawa, consolidating full ownership of the project and its 102,360-hectare contiguous land package in the Guiana Shield.
• Consideration: A total of $17-million (U.S.) payable in cash; 13,568,944 common shares; and up to $21-million (U.S.) in contingent 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: $3.75-million (U.S.), upon the filing of a technical report disclosing measured, indicated and inferred mineral resources of three million or more ounces of gold;
• Permitting milestone: $3.75-million (U.S.), upon receipt of all material governmental permits required for commercial mining operations;
• Construction decision milestone: $3.75-million (U.S.), upon the board of directors of the company approving a decision to construct a commercial mine at the project and public announcement;
• First production milestone: $3.75-million (U.S.), upon the first pour of gold from a processing facility with a nameplate design capacity exceeding 2,000 tonnes per day;
• Second production milestone: $6-million (U.S.), 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 company completing the Gold Fields investment;
• No material adverse effect having occurred;
• The permanent cessation by Nana of its involvement in alluvial operations on the project.

The outside date for the transaction is Nov. 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 Sept. 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 $76,958,864 through the issuance of 14,146,850 Gold Fields shares at a price of $5.44 per Gold Fields share. Following closing of the Gold Fields investment, Gold Fields is expected to hold approximately 19.9 per cent 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 finance 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 Sept. 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. 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 per cent of the company's market capitalization as determined in accordance with MI 61-101.

National Bank Financial acted as a financial adviser 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 1.71 million common shares, representing approximately 1.5 per cent 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 per cent 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 or by contacting Michael Naarendorp, Nana Resources N.V., e-mail: michael.naarendorp@nanaresources.net.

About Founders Metals Inc.

Founders Metals 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. The company is committed to responsible exploration, strong community engagement and disciplined capital allocation as it advances Suriname's next major gold camp.

Qualified person

The technical content of this news release has been reviewed and approved by Michael Dufresne, MSc, PGeol, PGeo, an independent qualified person as defined by National Instrument 43-101.

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