Total Metals Corp. announces Closing of 2 nd and Final Tranches of Flow - Through and Hard Dollar Financings
Total Metals Corp. announces Closing of 2 nd and Final Tranches of Flow -
Through and Hard Dollar Financings
December 18, 2025, Toronto, O N - Total Metals Corp. (“Total Metals ” or the “Company ”) (TSX -V:
TT) (OTCQB: TTTMF ) (FSE: O4N) is pleased to announce that, further to its news releases dated
November 25, 2025 and December 8, 2025, it has closed the second and final tranche of its non-
brokered private placement financing (the “ FT Offering ”) consisting of Critical Minerals Flow -
Through Units (each, a “ CMFT Unit ”) and National Flow -Through Units (each, a “ FT Unit ”) for
aggregate gross proceeds of C$293,450.35 and with tranche 1, total proceeds of C$5,509,904.35
Additionally, and further to its news releases November 13, 2025 and Decem ber 2, 2025, it has
closed the second and final tranche of its non- brokered private placement financing (the “ Hard
Dollar Offering ”), consisting of Units of the Company (each, a “Unit”) for aggregate gross proceeds
of C$522,999 and with tranche 1, total proceeds of C$3,236,499.
Pursuant to the FT Offering, the Company issued an additional 40,000 CMFT Units pursuant to
tranche 2 at a price of $1.15 per CMFT Unit. Each CMFT Unit is comprised of one common share of
the Company (each, a “ Common Share ”) issued as a flow -through share designated as a “ critical
mineral flow-through share” within the meaning of the Income Tax Act (Canada), and one-half of one
common share purchase warrant (each, a “CMFT Warrant ”). Each whole CMFT Warrant entitles the
holder to acquire one Common Share at a price of $1.15 for a period of 36 months from the date of
issuance. Additionally, the Company issued an additional 235,667 Flow -Through Units at a price of
$1.05 per FT Unit. Each FT Unit is comprised of one flow -through Common Share issued as a flow -
through share designated as a “ flow-through share ” within the meaning of the Income Tax Act
(Canada), and one-half of one warrant (each, a “ FT Warrant ”). Each whole FT Warrant entitles the
holder to acquire one Common Share at $1.15 for 36 months from the date of issuance.
Pursuant to the Hard Dollar Offering, the Company issued an additional 581,110 units (each, a
“Unit”) at a price of C$0.90 per Unit. Each Unit consists of one (1) common share in the capital of
the Company (a “ Common Share ”); and one (1) common share purchase warrant (a “ Warrant ”),
each entitling the holder to acquire one additional Common Share (a “ Warrant Share ”) at an
exercise price of C$1.15 per Warrant Share for a period of 36 months following the date of issuance.
In connection with second tranche of the FT Offering, the Company paid a cash finder’s fees totaling
C$13,587.02 and issued 12,940 non -transferable finder warrants (each, a “ FT Finder Warrant ”) to
certain eligible arm’s -length finders who introduced subscribers to the Offering. Each FT Finder
Warrant entitles the holder to purchase one Common Share (a “ FT Finder Share ”) at a price of
C$1.10 per FT Finder Share for a period of 36 months from the date of issuance.
In connection with the second tranche of the Hard Dollar Offering, the Company paid a cash finder’s
fees totaling C$5,240 and issued 5,822 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$0.90
per Finder Share for a period of 36 months from the date of issuance.
The gross proceeds from the issuance of the CMFT Units and FT Units will be used to incur eligible
“flow-through critical mineral mining expenditures,” and “flow -through mining expenditures,”
respectively, which will be renounced to subscribers with an effective date no later than December
31, 2026, all in accordance with the Income Tax Act (Canada) and applicable provincial legislation.
The Company plans to use the net proceeds from the FT Offering for the advancement of the Company’s
wholly owned Electrolode Project, High Lake and West Hawk Lake Projects and the proceeds from the
Hard Dollar Offering for working capital and general corporate purposes. The FT Offering and the Hard
Dollar Offerings is subject to final approval of the TSX Venture Exchange. All securities issued are subject
to a statutory hold period of four months and one day, expiring April 19, 2026.
About Total Metals Corp.
Total Metals Corp. is focused on its 100% owned Electrolode Project covering over 3,300 contiguous
hectares in northwestern Ontario. The Electrolode Project is targeting high-potential critical mineral
plus gold resources and targets 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 host s 10 historic mineralized zones with significant expansion potential plus new, untested
targets ready for further exploration. Total Metals also owns 100% of the High Lake and West Hawk
Lake Project covering 958 hectares in two gold properties located along the Trans-Canada Highway
straddling the Manitoba / Ontario border. The Purex Zone on the High Lake property has significant
exploration potential and will be the primary target for initial exploration and potential future mining
activities. The West Hawk Lake property is comprised of a single mineral lease, located within
southeastern Manitoba.
www.totalmetalscorp.com
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
(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 stateme nts, 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 TSX-V. The forward-looking statements or information contained
in this news release are expressly qualified by this cautionary statement.