TT) (FSE: O4N) wishes to clarify certain information disclosed in its news release dated
TSX-V: TT Announces Correction to October 28, 2025 News Release
October 28, 2025, Vancouver, BC - Total Metals Corp. (“Total Metals” or the “Company”) (TSX-V:
TT) (FSE: O4N) wishes to clarify certain information disclosed in its news release dated October 28,
2025, titled “ TSX -V Closes Acquisition of High Lake and West Hawk Lake from McFarlane Lake
Mining and Closing of Final Tranche of Non-Brokered Private Placement”.
The company advises that due to a clerical error, the ‘Transaction Details’ incorrectly stated that “for
a purchase price of $9.25MM, via the issuance of 3,333,333 Common shares of the company .” The
correct ‘Transaction Details’ are as follows:
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 and cash considerations of
CAD$7.25 million. 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 econo mic 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 nat ure 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 cash-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
(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 Exchange. The forward -looking statements or information
contained in this news release are expressly qualified by this cautionary statement.