Total Metals enters LOI for High Lake, West Hawk Lake

Mr. Tyler Thorburn reports TT TO ACQUIRE TWO HIGH-GRADE GOLD DEPOSITS IN CANADA ALONG THE ONTARIO/MANITOBA BORDER Total Metals Corp. has signed a binding letter of intent with McFarlane Lake Mining Ltd. to acquire 100 per cent of the High Lake and West Hawk Lake mineral properties dated Sept. 23, 2025. These highly prospective properties are strategically located, with the High Lake property situated just east of the Ontario-Manitoba border and the West Hawk Lake property just to the west. The total consideration for the acquisition is valued at $9.25-million. "This acquisition marks a pivotal moment for Total Metals, securing two highly prospective properties in a renowned mining district," stated Tyler Thorburn, the president and chief executive officer of Total Metals. "The High Lake and West Hawk Lake assets are a perfect strategic fit for our portfolio and growth strategy. We are confident that our experienced team has the expertise to unlock the full potential of these properties and create significant value for our shareholders. We look forward to advancing exploration programs following the close of this transaction." Transaction details Under the terms of the agreement, Total Metals will provide total consideration of $9.25-million, composed of: A cash payment of $7.25-million payable upon closing of the transaction; $2-million through the issuance of common shares of Total Metals at a deemed price of 60 cents per Total share; the shares will be issued at the same price per share as the equity financing undertaken to finance the transaction. The transaction is arm's length. In determining the consideration for the acquisition of the High Lake and West Hawk Lake gold properties, 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 licences/permits to be maintained or obtained in the ordinary course. Conditions and closing The completion of the acquisition is conditional upon Total Metals raising the cash consideration through a concurrent financing. The transaction is also subject to other customary closing conditions, including the negotiation and completion of a definitive acquisition agreement, satisfactory due diligence, and the receipt of all required regulatory, stock exchange and third party approvals. Assuming all conditions are met, the transaction is expected to close on or before Oct. 31, 2025. There can be no assurances the transaction will close on the terms described herein, or at all. Equity offering Total Metals is pleased to announce its equity non-brokered private placement for gross proceeds of up to approximately: (i) 15,833,333 listed issuer financing exemption units at a price of 60 cents per LIFE unit; and (ii) 833,333 non-LIFE units at a price of 60 cents per non-LIFE unit, for aggregate gross proceeds of up to approximately $10-million. Each LIFE unit will consist of one Total share and one common share purchase warrant. Each LIFE warrant shall be exercisable to acquire one common share at a price of $1 for a period of 36 months from the applicable closing date. Each non-LIFE unit will consist of one Total share and one common share purchase warrant. Each non-LIFE warrant shall be exercisable to acquire one common share at a price of 90 cents for a period of 36 months from the applicable closing date. The non-LIFE units will be offered to accredited investors, as defined under National Instrument 45-106 (Prospectus Exemptions). The LIFE units and non-LIFE units may also be sold in offshore jurisdictions and in the United States to qualified institutional buyers as defined in Rule 144A under the U.S. Securities Act of 1933, as amended, and to accredited investors as defined in Rule 501(a) of Regulation D under the 1933 act, by way of a private placement basis pursuant to exemptions from the registration requirements of the 1933 act. The company will: (i) pay a cash finder's fee to certain registered finders of up to 8 per cent of the aggregate gross proceeds of subscriptions facilitated by such finders; and (ii) issue such number of finder warrants that is equal to up to 8 per cent of the number of LIFE units and non-LIFE units sourced by the finder, with each finder warrant entitling the holder thereof to purchase one Total share at an exercise price of 60 cents per finder warrant share for a period of 36 months following the closing date of the offering. The company intends to allocate the proceeds from the offering as follows: Acquisition of High Lake property: $7.25-million; Finders' fees: up to $800,000 in cash to eligible finders in accordance with TSX Venture Exchange policies; Electrolode project -- drilling: $1.44-million to complete eight holes at 450 metres at an estimated $400 per metre; Electrolode project -- soil sampling: $57,500; Electrolode project -- prospecting (including grab samples): $45,000; General working capital: $387,500; High Lake and West Hawk Lake -- indigenous engagement and consultation (including consultation with affected first nations, as applicable) and permitting with the government of Ontario: $20,000. The company may reallocate the use of proceeds for sound business reasons and as circumstances warrant, and payment of any finders' fees remains subject to applicable regulatory approvals, including the TSX Venture Exchange. High Lake project: a high-grade foundation with significant near-term growth potential The High Lake project boasts an impressive initial mineral resource estimate and promising exploration upside. Initial high-grade mineral resource: The Purdex zone at High Lake hosts an initial National Instrument 43-101-compliant mineral resource estimate with: Indicated resources: 152,000 tonnes grading 9.38 grams per tonne gold for 45,800 ounces of gold; Inferred resources: 287,000 tonnes grading 10.43 g/t Au for 96,200 ounces of gold. The MRE was independently prepared by P&E Mining Consultants Inc. in accordance with National Instrument 43-101, with an effective date of April 14, 2023. The full technical report, which is being prepared in accordance with NI-43-101, will be available on SEDAR+ under McFarlane Lake Mining Ltd.'s issuer profile. This high-grade resource provides a solid foundation for future development and is particularly attractive in a rising gold price environment, where higher grades can lead to enhanced project economics. Impressive drill intercepts confirm high-grade nature: Recent drilling has returned spectacular results, demonstrating the high-grade potential of the Purdex zone, and they are included in the mineral resource estimate: MLHL-22-06: 24.96 grams per tonne gold over 14.90 metres, including 43.22 g/t Au over 7.99 m and 53.87 g/t Au over 3.15 m; visible gold was observed; MLHL-22-17: 148.37 g/t gold over 1.3 m, including an exceptional 538.00 g/t Au over 0.3 m; MLHL-22-28: 9.82 g/t gold over 9.75 m. Subsequent to the mineral resource estimate additional mineralization has been intersected in what appears to be extensions to the existing resource outline: MLHL-23-50: 13.96 g/t Au over 1.17 m; and MLHL-24-53: 4.04 g/t Au over 2.25 m. These results confirm the presence of significant high-grade gold mineralization and suggest the potential for further high-grade discoveries. Excellent metallurgy: Preliminary metallurgical testwork indicates that the High Lake mineral resource is amenable to simple and cost-effective processing, with gold recovery by gravity concentration in the order of 85 per cent. This is a significant derisking factor for the project. Untapped exploration potential: The mineral resources at the Purdex zone are open for expansion along strike and downdip. Recent induced polarization geophysical surveys have identified multiple high-priority drill targets, including the Purdex East, Conglomerate, A-D Extension, Porphyry and Gap targets, indicating the potential for new discoveries and a significant expansion of the current resource base. West Hawk Lake project: historical production and near-surface, high-grade targets The gold mineralization outlined in the 1983 estimate (Godfrey, 1983) and reported (by Sears et al., 2021) was classified as ore reserves and based on the results from drilling and extensive underground sampling. All the mineralization was categorized as reserves as was customary at the time. The mineralization was not broken down into proven and probable reserves, measured and indicated resources, and inferred resources as currently set forth by Canadian Institute of Mining, Metallurgy and Petroleum 2014 Definition Standards, and are inconsistent with those set forth by National Instrument 43-101 (Standards of Disclosure for Mineral Projects). There has not been sufficient work to classify the historical mineral resource estimates on the West Hawk Lake property as a current mineral resource or mineral reserve. Total Metals is not treating the historical mineral resource estimate as a current mineral resource. The company feels that historical production and historical resources are relevant to the future potential of the West Hawk Lake property. Recent high-grade drill results confirm historical data: Recent drilling has confirmed and expanded upon historical high-grade intercepts: MLWH-22-01: 22.17 g/t Au over 1.27 m, including 49.4 g/t Au over 0.55 m; MLWH-22-08: 19.40 g/t Au over 0.64 m. These results at the Waverly zone have expanded the known mineralization by an additional 100 m below previous intersections. Additional drilling, sampling and historical data verification will be required to upgrade or verify the historical estimate. Potential synergy and development: The proximity of High Lake and West Hawk Lake offers the potential for a central processing facility, as well as highway access to six gold mills within trucking distance, which could significantly improve project economics. Strategic location and infrastructure: Prime location: Both projects are strategically located just off the Trans-Canada Highway, 45 to 53 kilometres west of Kenora, Ont., a town with a history of mining and a skilled work force; Excellent infrastructure: The projects benefit from exceptional existing infrastructure, including year-round road access, nearby electrical power lines and a natural gas pipeline. Exploration timeline Over the next 12 months, the company plans to expend up to $20,000 on the High Lake and West Hawk Lake properties for permitting activities and indigenous engagement and consultation (including consultation with affected first nations, as applicable). During the same period, the company expects to focus its exploration efforts on the Electrolode project, which will remain the primary operational priority. Engagement of Market One Media Group Inc. Total Metals has also engaged Market One of Vancouver, B.C., for a 12-month marketing campaign commencing on Sept. 23, 2025, at a cost of $125,000. The engagement includes the production and distribution of corporate videos, banner ads and editorial articles. Market One, which operates out of Vancouver and Toronto, offers multiplatform media solutions for the capital markets, distributing content through broadcast, digital and social media channels, including BNN Bloomberg. Market One and Total Metals are not related parties, and Market One does not have any interest, directly or indirectly, in the company or its securities, or any right or intent to acquire such an interest. About Total Metals Corp. Total Metals 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 per cent 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 favourable 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. Qualified person David Burga, PGeo, independent director of the corporation, is a qualified person for Total Metals as defined under National Instrument 43-101. Mr. Burga has reviewed and approved the scientific and technical information in this press release. We seek Safe Harbor.