Vancouver, British Columbia - Newsfile Corp. - August 19, 2026 - Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") is pleased to announce that it has entered into a share purchase agreement dated August 18, 2026 (the "Agreement") with Nana Resources N.V. ("Nana"), pursuant to which Founders will acquire the remaining 30% of the issued and outstanding shares of Lawa Gold N.V. ("Lawa") from Nana (the "Transaction"), which will result in Founders consolidating 100% ownership of Lawa. Lawa holds all mineral rights, concessions, and infrastructure comprising the Antino Gold Project ("Antino" or the "Project") in southeastern Suriname. On closing, Founders will hold a 100%, royalty-free interest in Antino (Figure 1). Concurrent with the Transaction, the Company is also pleased to announce that Gold Fields Netherlands Services B.V., an affiliate of Gold Fields Limited (JSE: GFI) (NYSE: GFI) (“Gold Fields”), has agreed to make a strategic investment of C$76,958,864 in the Company through a private placement of 14,146,850 common shares of the Company (the “Gold Fields Shares”) at a price of C$5.44 per Gold Fields Share, being the five-day volume-weighted average price of the Common Shares as of August 17, 2026 (the “Gold Fields Investment”). Following closing of the Transaction and the Gold Fields Investment, Gold Fields is expected to hold approximately 19.9% of the issued and outstanding common shares of the Company (“Common Shares”). Colin Padget, Founders' President & CEO, commented, "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. 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% ownership of Antino: Founders will acquire Nana's remaining 30% interest in Lawa, consolidating full ownership of the Project and its 102,360-hectare contiguous land package in the Guiana Shield.
• Consideration: US$17,000,000 payable in cash; 13,568,944 Common Shares (the "Consideration Shares"); and up to US$21,000,000 in contingent milestone payments (the "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: US$3,750,000, upon the filing of a technical report disclosing measured, indicated, and inferred mineral resources of 3,000,000 or more ounces of gold;
• Permitting Milestone: US$3,750,000, upon receipt of all material governmental permits required for commercial mining operations;
• Construction Decision Milestone: US$3,750,000, upon the board of directors of the Company (the "Board") approving a decision to construct a commercial mine at the Project and public announcement;
• First Production Milestone: US$3,750,000, upon the first pour of gold from a processing facility with a nameplate design capacity exceeding 2,000 tonnes per day; and
• Second Production Milestone: US$6,000,000, 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 "TSX-V");
• the Company completing the Gold Fields Investment;
• no material adverse effect having occurred; and
• the permanent cessation by Nana of its involvement in alluvial operations on the Project.

The outside date for the Transaction is November 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 September 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 C$76,958,864 through the issuance of 14,146,850 Gold Fields Shares...