TSX-V: TT Closes Acquisition of High Lake and West Hawk Lake from McFarlane Lake Mining and Closing of Final Tranche of Non-Brokered Private Placement
Total Metals Corp. (“Total Metals” or the “Company”) (TSX-V: TT) (FSE: O4N) is pleased to announce the closing of its acquisition of the High Lake and West Hawk Lake (the “Projects”) from McFarlane Lake Mining Corporation (“MLM”), as previously announced on September 24, 2025 (the “Acquisition”).
“Total Metals is acquiring an historic and NI 43-101 compliant Mineral Resource Estimates that exceeds 300,000 ounces of gold for a total consideration of CAD $9.25 million‘, stated Tyler Thorburn, President and CEO of Total Metals Corp. “The team sees significant potential upside through exploration drilling to increase the number of ounces on the project area. Also, with the available milling capacity in Red Lake, Bissett, Rainy River, and soon Dryden, we’re confident we’ll be able to find a toll-milling partner to process trucked higher-grade ore, eliminating the need to build costly processing facilities on-site.”
High Lake and West Hawk Lake
As previously disclosed in the Company’s press release dated September 24, 2025, the Projects, located west of Kenora, Ontario, represent a compelling near-term growth opportunity underpinned by high-grade mineralization, infrastructure, and expansion potential. High Lake hosts a NI 43-101 compliant Mineral Resource with high grades and multiple high-grade drill intercepts confirming its gold system and resource potential. Preliminary metallurgical results indicate high-recovery processing. West Hawk Lake features a history of underground development, historical high-grade resources, and recent drilling. The Company believes that the close proximity of the Projects presents potential for shared infrastructure and centralized processing, supporting a scalable development pathway within a proven mining district.
The High Lake mining leases are subject to a net smelter royalty owned by International Millennium Mining Corp., relating to the High Lake mining leases as the original payor of the 2% NSR royalty in favour of Celynn Alcock (the “NSR”). The NSR covers all minerals produced from the property, calculated as the gross proceeds from sales of mineral products less customary deductions for transportation, insurance, handling, sampling, marketing, treatment and refining charges, and applicable non-income taxes such as sales or production taxes. The NSR is payable quarterly on a best-estimate basis and subject to annual audit and adjustment based on audited financial statements. There are no outstanding payments, existing obligations, or buyback rights associated with the NSR.
Transaction Details
Pursuant to the Asset Purchase Agreement (“APA”), dated October 20, 2025 between the Company and MLM the Company acquired 100% of the Project for a purchase price of $9.25MM (the “Purchase Price”), via the issuance of 3,333,333 common shares of the Company (the “Common Shares”) to MLM, at a deemed price of $0.60 per Common Share. For more information regarding the Acquisition, please refer to the APA, a copy of which is available on the Company’s SEDAR+ profile at www.sedarplus.ca.
The Acquisition was arm’s length. The Common Shares forming the Purchase Price are subject to a standard four month and one day hold period, as required by National Instrument 45-106 – Prospectus Exemptions and are not subject to any additional escrow or resale restrictions
In determining the consideration for the Acquisition of the Project, the Company considered, among other things: (a) that the properties are exploration-stage with road access and established local infrastructure, supporting manageable costs and timelines; (b) the prevailing gold price environment and constructive outlook; (c) high-grade discovery potential at High Lake; (d) multiple near-surface targets at West Hawk Lake providing meaningful upside from drilling; (e) proximity to services and potential toll-milling options, which may shorten the path from results to economic evaluation; (f) location in a top-tier Canadian jurisdiction with clear permitting pathways; (g) the strategic fit with the Company’s Electrolode Project, enabling operating synergies and a broader pipeline of near-term drill catalysts; and (h) the nature of the rights acquired (mineral claims and associated exploration rights, no patents applicable), with any required exploration licenses/permits to be maintained or obtained in the ordinary course.
The Company has undertaken with the TSX Venture Exchange (the “TSXV”) to file a technical report in compliance with National Instrument 43-101 – Standards of Disclosure for Mineral Projects (the “NI 43-101 Report”) in respect of the Project within 45 days of the date hereof. Upon filing, the NI 43-101 Report will be available for review under the Company’s issuer profile on SEDAR+
The Acquisition was conditional on the closing of the equity offering, as described below.
Equity Offering
The Company is also pleased to announce that it has closed the second tranche (the “Second Tranche”) of a non-brokered private placement financing for aggregate gross proceeds equal to $880,690.80, for aggregate gross proceeds (inclusive of the first tranche announced on October 21, 2025) of $10,000,000 (the “Offering”).
The Company issued 1,467,818 units of the Company (each, a “Unit”) pursuant to the Second Tranche. Each Unit consist of one Common Share and one common share purchase warrant (each, a “Warrant”). Each Warrant is exercisable for a period of 36 months from the date of issuance at a price of $0.90 per Warrant. In connection with Tranche 2, the Company paid a cash finder’s fees totaling C$48,425.93 and issued 80,710 non-transferable finder warrants (each, a “Finder Warrant”) to certain eligible arm’s-length finders who introduced subscribers to the Offering. Each Finder Warrant entitles the holder to purchase one Common Share (a “Finder Share”) at a price of C$0.60 per Finder Share for a period of 36 months from the date of issuance.
No insiders of the Company participated in the Offering. The Units and underlying securities are subject to a standard four month and one day hold period, as required by National Instrument 45-106 – Prospectus Exemptions and are not subject to any additional escrow or resale restrictions
Following completion of the financing, the Company will have total available cash of approximately C$10.4 million, including existing cash on hand. Proceeds are expected to be allocated as follows: approximately C$7.25 million in share-based consideration for the acquisition of the McFarlane assets, C$0.8 million in finder’s fees, and C$30,000 in transaction-related legal and administrative costs. In addition, approximately C$1.54 million will be directed toward exploration activities on the Electrolode Project, and C$250,000 toward initial Phase 1 work at the High Lake and West Hawk Lake properties. The remaining C$500,000 million will be used for working capital and general corporate purposes.
The Company may reallocate the use of proceeds for sound business reasons and as circumstances warrant.
About Total Metals Corp.
Total Metals Corp. is focused on the acquisition, exploration and development of mineral properties in the prolific Red Lake mining district of Northern Ontario, Canada. The company owns 100% of the Electrolode Project covering 3,000 contiguous hectares, which has had substantial historical drilling and recent modern airborne geophysics. The Electrolode Project targets high-potential mineral resources in three favorable geologic trends, located near major mines in the Red Lake Gold camp and is strategically located between Kinross Gold’s Great Bear Project and First Mining Gold’s Springpole Project. The Electrolode project is fully permitted for exploration drilling and hosts 10 historic mineralized zones with significant expansion potential plus new, untested targets ready for further exploration.
www.totalmetalscorp.com
Qualified Person
David Burga, P. Geo., Independent Director of the Company, is a Qualified Person for Total Metals as defined under National Instrument 43-101 – Standards of Disclosure for Mineral Projects. Mr. Burga has reviewed and approved the scientific and technical information in this press release.
Cautionary Statements
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in its policies of the TSX Venture Exchange) accepts responsibility for the adequacy of this release.
Tyler Thorburn
President and Chief Executive Officer
info@totalmetalscorp.com
(416) 873-7662
Forward-Looking Information
This press release includes “forward-looking information” that is subject to assumptions, risks and uncertainties, many of which are beyond the control of the Company. Statements in this news release which are not purely historical are forward looking. Although the Company believes that any forward-looking statements in this news release are reasonable, there can be no assurance that any such forward-looking statements will prove to be accurate. The Company cautions readers that all forward-looking statements, are based on assumptions none of which can be assured and are subject to certain risks and uncertainties that could cause actual events or results to differ materially from those indicated in the forward-looking statements. Such forward-looking statements represent management’s best judgment based on information currently available. Readers are advised to rely on their own evaluation of such risks and uncertainties and should not place undue reliance on forward-looking statements.
The forward-looking statements and information contained in this news release are made as of the date hereof and no undertaking is given to update publicly or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, unless so required by applicable securities laws or the Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.
