Founders Metals Inc. — Proxy Solicitation & Information Statement 2026

Apr 15, 2026

FOUNDERS METALS INC.
Suite 2880 – 1021 West Hastings Street
Vancouver, British Columbia V6E 0C3
Tel: (236) 301-4211

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN THAT the annual general and special meeting (the “Meeting”) of the shareholders (the “Shareholders”) of common shares of Founders Metals Inc. (the “Company”) will be held at Suite 2880 – 1021 West Hastings Street, Vancouver, British Columbia Canada V6E 0C3, on May 7, 2026 at 10:00 a.m. (Pacific Standard Time), for the following purposes:

1. to receive the Company’s audited financial statements for the financial years ended August 31, 2025 and 2024, and the auditor’s report and management’s discussion and analysis thereon;
2. to fix the number of directors to be elected at the Meeting at five (5);
3. to elect directors to hold office until the next annual general meeting of the Company, as more particularly described in the accompanying management information circular dated April 6, 2026 (the “Circular”);
4. to appoint Davidson & Company LLP, as the Company’s auditor for the ensuing year, and to authorize the directors of the Company to fix the remuneration to be paid to the auditor;
5. to consider and approve the adoption of the Company’s omnibus equity incentive plan, the full text of which is set out in Schedule B, as more particularly described in the accompanying Circular;
6. to transact any other business that may properly come before the Meeting and any adjournment(s) or postponement(s) thereof.

A management information circular and a form of proxy (“Proxy”) and/or voting instruction form (“VIF”) accompany this Notice. The Circular provides additional information relating to the matters to be dealt with at the Meeting and forms part of this Notice. Only Shareholders of record at the close of business on April 2, 2026, will be entitled to, receive notice of, and vote at the Meeting or any adjournment(s) or postponement(s) thereof.

A Shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in his or her place. If you are unable to attend the Meeting or any adjournment in person, please read the instructions accompanying the enclosed form of Proxy and/or VIF and then complete, sign, and date the Proxy and/or VIF and then return it in accordance with the instructions provided therein. The Company’s management is soliciting the enclosed form of Proxy and VIF; however, you may appoint a person other than management’s nominees to represent you at the Meeting in accordance with the instructions provided in the Proxy and VIF.

DATED as of this 6th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) “Colin Padget”
Colin Padget
President, CEO and Director