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Vancouver, British Columbia--(Newsfile Corp. - May 7, 2026) - Founders Metals Inc. (TSXV: FDR) (OTCQX: FDMIF) (FSE: 9DL0) ("Founders" or the "Company") announces the results from the Annual General and Special Meeting ("AGM") held on May 7, 2026, in Vancouver, British Columbia. The Company's shareholders approved the re-election of all Directors and the appointment of Davidson & Company LLP as the Company's auditors. The following were re-elected as Directors: Colin Padget, Nicholas Stajduhar, Christopher Taylor, Barry Macdonald and Vijay Kirpalani.

In addition, shareholders approved the Company's new Omnibus Long-Term Incentive Plan (the "Omnibus Plan") to replace the Company's existing stock option plan and restricted share unit plan. The Omnibus Plan received approval by the board of directors of the Company on April 6, 2026 and conditional approval by the TSX Venture Exchange (the "TSXV") on March 31, 2026.

The Omnibus Plan allows for a variety of equity-based awards that provide different types of incentives, including stock options, restricted share units, deferred share units and performance share units, to be granted to the Company's directors, officers, employees, and consultants. The maximum number of common shares of the Company ("Shares") reserved for issuance, in the aggregate, under the Omnibus Plan will be 10% of the aggregate number of Shares issued and outstanding at any time and from time to time subject to the terms of the Omnibus Plan. A copy of and further details about the Omnibus Plan are included in the Company's management information circular dated April 6, 2026 which is available on SEDAR+ at www.sedarplus.ca. The Omnibus Plan is subject to final approval by the TSXV.

A total of 63,550,622 Shares were voted, representing 54.81% of the Company's issued and outstanding Shares at the record date of the AGM.

About Founders Metals Inc.
Founders Metals Inc. is a Canadian gold exploration company building a district-scale gold camp in southeastern Suriname. The Company controls a 102,360-hectare contiguous land package in the Guiana Shield - the largest uninterrupted package of highly prospective greenstone belt geology in the region. Founders is backed by strategic partnerships with Gold Fields and B2Gold and is executing one of the most active exploration programs in the global junior gold sector. The Company is committed to responsible exploration, strong community engagement, and disciplined capital allocation as it advances Suriname's next major gold camp.

ON BEHALF OF THE BOARD OF DIRECTORS,

Per: "Colin Padget"

Colin Padget
President, Chief Executive Officer, and Director

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 issuance of compensation securities pursuant to the new Omnibus Plan. 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. 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/296610