Founders Metals Inc. has agreed to acquire the remaining 30% interest in Lawa Gold N.V. from Nana Resources N.V., consolidating 100% ownership of the Antino Gold Project in southeastern Suriname. Under the share purchase agreement announced on August 19, 2026, Founders will secure complete control over the 102,360-hectare contiguous land package across the Guiana Shield.

Concurrent with the transaction, Gold Fields Netherlands Services B.V. has agreed to make a strategic private placement investment of C$76,958,864 by purchasing 14,146,850 common shares at C$5.44 each. Gold Fields previously held approximately 12.50% of the company following a share purchase of 2,441,686 common shares on April 6, 2026, for C$10,132,640. Following the completion of the current private placement and the transaction, Gold Fields is expected to hold a 19.9% stake in Founders.

Consideration for the acquisition consists of US$17 million in cash, 13,568,944 common shares, and up to US$21 million in contingent milestone payments. The cash portion will be funded through the proceeds of the strategic investment, which will also support regional exploration activities, working capital, and general corporate purposes at the project.

“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.” — Colin Padget, President & CEO

The milestone payments are tied to specific development achievements at Antino:

• Mineral Resource Milestone: US$3,750,000 upon filing a technical report disclosing measured, indicated, and inferred mineral resources of 3 million 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 a board-approved decision and public announcement to construct a commercial mine.
• First Production Milestone: US$3,750,000 upon the first gold pour from a processing facility with a nameplate design capacity exceeding 2,000 tonnes per day.
• Second Production Milestone: US$6,000,000 upon cumulative gold production exceeding 600,000 ounces from a facility exceeding that same capacity.

Under an investor rights agreement, Nana will be restricted from transferring its consideration shares for six months and must vote its shares in accordance with board recommendations. Nana will own approximately 10.6% of the company following closing.

The transaction and the strategic investment are both expected to close on or about September 4, 2026. Closing remains subject to customary conditions, including approval from the TSX Venture Exchange and the permanent cessation of Nana's alluvial operations at the project.

Read the full announcement: Founders Metals to Consolidate 100% Ownership of Antino Gold Project; Gold Fields Increases Strategic Stake to 19.9%