Mr. Colin Padget reports
FOUNDERS METALS CLOSES $50,000,000 STRATEGIC INVESTMENT BY GOLD FIELDS
Founders Metals Inc. has closed its strategic investment with Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Ltd., as previously announced on Nov. 3, 2025, through the issuance of 12,048,193 common shares of the company at a price of $4.15 per common share for aggregate proceeds of $50-million. Gold Fields now controls 10.55 per cent of the issued and outstanding common shares.
Proceeds from the strategic investment will be used for land consolidation, regional exploration activities, working capital and general corporate purposes at the company's Antino gold project in southeastern Suriname. National Bank Capital Markets acted as financial adviser.
All common shares issued are subject to a four-month-and-one-day statutory hold period in accordance with applicable Canadian securities legislation. The financing remains subject to final approval from the TSX Venture Exchange.
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 Reporting Issues. Gold Fields, with offices located at Schipholweg 103, third floor, units D7-D10, 2316 XC Leiden, The Netherlands, today announced that it will file an early warning report in connection with the closing of the financing. Gold Fields's decision to acquire the common shares was made in the context of its overall investment purposes. Gold Fields will continue to monitor the business, prospects, financial condition and potential capital requirements of Founders. Depending on its evaluation of these and other factors, Gold Fields may from time to time in the future increase or decrease its equity ownership in Founders through market transactions, private agreements, subscriptions from treasury or otherwise, or may develop other plans or intentions in the future. Prior to the financing, Gold Fields did not hold any securities of Founders.
Investor rights agreement
In connection with the strategic investment, Founders and Gold Fields have entered into an investor rights agreement dated Nov. 10, 2025, whereby, subject to conditions, including ownership thresholds, the company has granted to Gold Fields top-up and financing participation rights, technical committee representation rights, and the right to appoint one nominee to the company's board of directors if Gold Fields' ownership reaches or exceeds 12.5 per cent.
In support of technical collaboration between Founders and Gold Fields, Gold Fields has been granted the right to second technical staff into Lawa Gold N.V., the project company, subject to acceptance by the company and in compliance with applicable Surinamese laws and regulations.
About Gold Fields Ltd.
Gold Fields is a globally diversified gold producer with nine operating mines in Australia, South Africa, Ghana, Chile and Peru, and one project in Canada. The company has a total attributable annual gold-equivalent production of 2.1 million ounces (Moz), proved and probable gold mineral reserves of 44.3 Moz, measured and indicated gold mineral resources of 30.4 Moz (excluding mineral reserves), and inferred gold mineral resources of 11.6 Moz (excluding mineral reserves). Gold Fields' shares are listed on the JSE and American depositary shares trade on the New York Stock Exchange.
About Founders Metals Inc.
Founders Metals is a Canadian-based exploration company focused on advancing the Antino gold project located in Suriname, South America, in the heart of the Guiana Shield. Antino is 56,000 hectares and has produced over 500,000 ounces of gold from historical surface and alluvial mining to date1. The company is systematically advancing one of Suriname's most promising gold exploration and development opportunities with drill-confirmed, district-scale potential. Founders is committed to responsible exploration, community engagement and delivering long-term value to shareholders through technical excellence and strategic growth in the Guiana Shield.
We seek Safe Harbor.
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