FDR.V · 2022-10-24 12:00:00

Telephone: ( 780 ) 437 - 6624 Founders Close s Assignment of Antino Option and Upsized Concurrent Financing of $3,083,000

Financings

250 Southridge, Suite 300

Edmonton, AB, Canada T6H 4M9

Telephone: (

780

)

437

6624

Founders

Assignment of Antino Option

and Upsized

Concurrent Financing of

$3,083,000

Vancouver, British Columbia

–

March

, 2023

Founders Metals Inc. (the "

Company

") (TSX

V: FDR)

Company is pleased to

announce that further to its news releases dated October 24, 2022

November 10, 2022,

January 24, 2023

March 10

, 2023

and March 16

, 2023

the Company

has completed

the

acquisition (the

Acquisition

from Orea Mining Corp.

of the option (the "

Option

") to acquire up to 75% of the Antino Gold

Project

(the “

Property

”)

in Suriname from Nana Resources N.V.

, which

received approval from the

TSX Venture

Exchange

(the "

Exchange

").

The Company

is also pleased to announce

the

closing of its

previously announced

increased

concurrent equity

private placement financing

raising

gross proceeds

$3,083,000

(the "

Concurrent Financing

").

he Concurrent

Financing

consisted of

units (the "

Units

") at a price of $0.20 per Unit

resulting

in the

issuance

15,415,000

nits

consisting of 15,415,000 Shares and 7,707,500 Warrants

. Each Warrant entitle

the holder thereof to acquire one

(1) ad

ditional

(each a "

Warrant Share

at a price of $0.35 per Warrant Share and will be exercisable

until

March 2

, 2025.

The Company intends to use the net proceeds of the

Concurrent Financing

for exploration and

development of the Company's

Antino Gold Project in south

east

Suriname

includin

technical studies,

geophysical surveys, sampling, drilling, and assays,

and for working capital and general corporate

purposes.

he Company

paid

finder's fee in connection with the

Concurrent Financing

to eligible finders

in accordance with the policies of the Exchange and applicable securities laws consisting of: (i) a cash

commission of

38,675

being

% of the gross proceeds of the

Concurrent Financing

invested by

subscribers introduced by the respective eligible finder

and

(ii)

193,375

common share purchase warrants

(the "

Finder's Warrants

") equal to

% of the number of Units sold

by the respective eligible finder

pursuant to the

Concurrent Financing

. Each Finder's Warrant will entitle the holder thereof to acquire one

hare at a price of $

0.20

per Share

until

March 2

, 2025

ll Units and securities of the Company issued pursuant to the

Concurrent Financing

will be subject to a

four

month

hold period from the

date of issuance

. The

Concurrent Financing

will not result in

the creation

of a new control person of the Company.

Certain insiders of the Company participated in the Concurrent Financing for an aggregate total of

525

,000

Units. The participation by such insiders is considered a “related

party transaction” within the

meaning of

Multilateral Instrument 61

101

–

Protection of Minority Security Holders in Special Transactions

(“

MI 61

101

”). The Company has relied on exemptions from the formal valuation and minority shareholder

approval requirements of MI 61

101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61

101 in respect of

related party participation in the Concurrent Financing as

neither the fair market value (as determined

under MI 61

101) of the subject matter of, nor the fair market value of the consideration for, the

transaction

, insofar as it involved the related party, exceeded a 25% of the Company’s market

capitalization (as

determined under MI 61

101).

About Founders Metals Inc.

Founders Metals is a Canadian exploration company focused on advancing gold projects in the Guiana

Shield. Its flagship

roject is the

23,800

Antino Gold Project in

South America’s underexplored a

mining

friendly country of

Suriname

Historical surface/alluvial gold mining on the property has produced

over 500,000 gold ounces

to date

. H

istorical

exploration

work at Antino includes, over 30,000 m of

historical drilling, >35,000 auger gold

soil samples, property

wide aeromagnetic survey data, and

2022 LiDAR

survey

, providing numerous opportunities to expand known high

grade

greenstone

gold

mineralization,

and

delineate new targets.

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

For further information, please contact:

Nick Stajduhar, Director

Telephone: +1 (780) 701

3216

Email: [email protected]

FORWARD

LOOKING

INFORMATION

This news release may contain certain "forward

looking s

tatements." Forward

looking statements involve

known and unknown risks, uncertainties, assumptions, and other factors that may cause the Company's

actual results, performance, or achievements to be materially different from any future results,

performance,

or achievements expressed or implied by the forward

looking statements. Any forward

looking information speaks only as of the date of this news release. Except as may be required by

applicable securities laws, the Company disclaims any intent or obligatio

n to update any forward

looking

statement, whether because of new information or future events, results or otherwise.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the

policies of the TSX Venture

Exchange) accepts responsibility for the adequacy or accuracy of this release.

Not for distribution to U.S. Newswire Services or for dissemination in the United States. Any failure to

ply with this restriction may constitute a violation of U.S. securiti

es laws.

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