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Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") is pleased to announce that it has entered into a subscription agreement with Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Limited (JSE: GFI) (NYSE: GFI) ("Gold Fields"), whereby Gold Fields will acquire 12,048,193 common shares of the Company (the "Common Shares"), at a price of $4.15 per Common Share by way of a non-brokered private placement for aggregate gross proceeds of $50,000,000.
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 ("Antino"). National Bank Capital Markets is acting as financial advisor.
Colin Padget, President and CEO of Founders Metals, commented: "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."
Investor Rights Agreement
In connection with the strategic investment, Founders Metals and Gold Fields will enter into an Investor Rights Agreement (the "IRA") at closing, pursuant to which, and provided that Gold Fields maintains certain shareholding thresholds, Gold Fields will have 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%.
In support of technical collaboration between Founders and Gold Fields, Gold Fields will additionally have 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.
Closing and Regulatory Approvals
The transaction is expected to close on or about November 10, 2025, subject to customary conditions including TSX Venture Exchange (the "TSXV") approval. All Common Shares issued pursuant to the subscription will be subject to a four-month and a day hold period in accordance with applicable Canadian securities legislation.
About Gold Fields Limited
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 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 ha 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.
12022 Technical Report - Antino Project; Suriname, South America. K. Raffle, BSc, P. Geo & Rock Lefrançois, BSc, P.Geo.
ON BEHALF OF THE BOARD OF DIRECTORS,
Per: "Colin Padget"
Colin Padget
President, Chief Executive Officer, and Director
Contact Information
Katie MacKenzie, Vice President, Corporate Development
Tel: 306 537 8903 | katiem@fdrmetals.com
Harp Gosal, Director, Investor Relations
Tel: 236 301 4211 | harpg@fdrmetals.com
Cautionary Statement Regarding Forward-Looking Information
This press release contains "forward-looking information" within the meaning of applicable Canadian securities legislation, including statements regarding the use of proceeds, entering the IRA, Gold Fields right thereunder and exercise of those rights, approval of the TSXV and the anticipated closing date. Forward-looking information can generally be identified by words such as "plans", "expects", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates", "believes", or variations indicating that certain actions, events or results "may", "could", "would", "might" or "will" occur or be achieved.
Forward-looking statements are based on management's current expectations and reasonable assumptions but are subject to business, market, and economic risks, uncertainties, and contingencies that may cause actual results to differ materially from those expressed or implied, including: general business and economic uncertainties; exploration results; mining industry risks; failure to obtain TSXV approval; dilution respecting additional investment in the Company, that the use of proceeds may not be expended as anticipated by the Company, and other factors described in the Company's most recent annual management discussion and analysis. Although the Company has attempted to identify important factors that could cause actual results to differ materially, other factors may cause results not to be as anticipated. There can be no assurance that forward-looking information will prove accurate, as actual results and future events could differ materially from those anticipated. Accordingly, readers should not place undue reliance on forward-looking information. The Company does not undertake to update any forward-looking information except in accordance with applicable securities laws. Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
All material information on Founders Metals can be found at www.sedarplus.ca.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272916
