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FDR.V ·

B2Gold Invests C$12.1 Million in Founders Metals

Financings

B2Gold Invests C$12.1 Million in Founders

Metals

Vancouver, British Columbia--(Newsfile Corp. - October 11, 2024) - Founders Metals Inc. (TSXV: FDR)

(OTCQX: FDMIF) (FSE: 9DL0) ("

Founders

" or the "Company") is pleased to announce that, further to

the press release dated

October 10, 2024

, it has entered into an agreement with B2Gold Corp. (TSX:

BTO) (NYSE American: BTG) (NSX: B2G) ("B2Gold") for a C$12.1 million investment (the "Strategic

Investment") at a price of C$2.75 per common share (each, a "Share"). Together with the previously

announced bought deal private placement of C$20M (the "Brokered Offering"), the Company will raise a

total of C$32.1 million, fully funding the planned 2025 budget. Upon completion of the Strategic

Investment and the Brokered Offering, B2Gold will own 5.0% of the Company's issued and outstanding

common shares on a non-diluted basis.

Colin Padget, Founders' President & CEO commented, "We are very pleased with B2Gold's investment

in Founders along with the support and validation it brings to our Antino Gold Project. We look forward to

drawing on B2Gold's experience in exploring for, and developing, world-class mining assets in similar

geological environments. This broader financing package leaves Founders well positioned to ramp up

exploration at Antino, fully funding our planned 2025 exploration budget and the near-term addition of a

fourth diamond drill."

Clive Johnson, B2Gold's President & CEO added, "This investment continues B2Gold's strategy of

identifying and investing early in discoveries with Tier 1 potential. The rigorous exploration efforts

undertaken by Founders' technical and management team have clearly highlighted the district-scale

potential of the Antino Gold Project. We look forward to lending our strong technical expertise and

experience to support the Founders' team as they continue to define Antino's upside."

Pursuant to the Strategic Investment, B2Gold has agreed to purchase 4,400,000 Shares at a price of

C$2.75 per Share on a private placement basis for gross proceeds of C$12,100,000. The Shares will

be subject to a four month hold period from the date of issue. Further, the Company and B2Gold will

enter into an investor rights agreement, including rights related to B2Gold increasing their ownership to a

maximum of 9.9%, rights related to technical collaboration on the Antino Gold Project, and the

opportunity to jointly collaborate on new prospects in the Guiana Shield.

Agentis Capital Mining Partners is acting as financial advisor to the Company on the Strategic

Investment.

The Strategic Investment is expected to close in the fourth quarter of 2024 and is subject to customary

closing conditions, including, but not limited to, the receipt of all necessary approvals, including the

approval of the TSX Venture 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 20,000 hectares

and has produced over 500,000 ounces of gold from surface and alluvial mining to date

1

. The Company

drilled 10,000 metres in 2023 and is fully financed for drilling in 2024.

1

2022 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

[email protected]

1.306.537.8903

Neither TSX Venture Exchange nor its Regulation Services Provider accepts responsibility for the

adequacy or accuracy of this release.

Cautionary Statement Regarding Forward-Looking Information

This press release contains "forward-looking information" within the meaning of applicable Canadian

securities legislation. Forward-looking information includes, without limitation, statements regarding the

use of proceeds from the Company's recently completed financings and the future or prospects of the

Company. Generally, forward-looking information can be identified by the use of forward-looking

terminology such as "plans", "expects" or "does not expect ", "is expected ", "budget", "scheduled",

"estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of

such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or

"will be taken", "occur" or "be achieved". Forward-looking statements are necessarily based upon a

number of assumptions that, while considered reasonable by management, are inherently subject to

business, market, and economic risks, uncertainties, and contingencies that may cause actual results,

performance, or achievements to be materially different from those expressed or implied by forward-

looking statements. Although the Company has attempted to identify important factors that could cause

actual results to differ materially from those contained in forward-looking information, other factors may

cause results not to be as anticipated, estimated, or intended. There can be no assurance that such

information will prove to be accurate, as actual results and future events could differ materially from those

anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking

information. Other factors which could materially affect such forward-looking information are described in

the risk factors in the Company's most recent annual management discussion and analysis. The

Company does not undertake to update any forward-looking information except in accordance with

applicable securities laws.

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/226352