Total Metals to provide Loan to Kattegat Mining Inc.

Executive Summary

• Total Metals Corp. entered into a definitive secured loan agreement to provide Kattegat Mining Inc. with a $3,500,000 loan at an 8% interest rate.
• The loan is secured by a first‑ranking security interest over all of Kattegat’s present and after‑acquired personal property, subject to repayment of Kattegat’s existing convertible debentures and other liabilities.
• Closing of the transaction is conditional on Kattegat repaying its liabilities, obtaining TSX Venture Exchange approval, and satisfying customary regulatory and third‑party conditions.

Key Details

• Loan Amount: $3,500,000 (U.S. dollars).
• Interest Rate: 8% per annum.
• Security: General security agreement granting Total Metals a first‑ranking security interest over all present and after‑acquired personal property of Kattegat once existing liabilities are repaid.
• Purpose of Proceeds: Exclusively to repay and extinguish Kattegat’s outstanding convertible debentures and other liabilities, and to release related security.
• Repayment Conditions: Kattegat must fully repay the specified liabilities before the security interest becomes effective; any amendment or conversion of those liabilities without Total Metals’ consent triggers an event of default.
• Default Provisions: Include non‑payment, insolvency, breach of covenants, misrepresentation, failure to repay liabilities, unauthorized enforcement of existing security, and improper amendment/conversion of liabilities.
• Closing Conditions:
• Kattegat’s repayment of the identified liabilities.
• Approval by the TSX Venture Exchange (TSXV).
• Receipt of all required regulatory, TSXV, and third‑party approvals.
• Arm’s Length Transaction: No finder’s fees are payable; the loan is conducted on an arm’s‑length basis.
• Counterparties: Total Metals Corp. (lender) and Kattegat Mining Inc., a private BC corporation owning 100% of the Shoal Lake Property in northwestern Ontario.

Notable Quotes

• Tyler Thorburn, President and Chief Executive Officer, Total Metals Corp.: “This loan provides us with a strategic opportunity to support Kattegat’s debt restructuring while securing a first‑ranking interest over valuable assets that complement our own exploration portfolio.”