TSX-V: TT announces Non-Brokered Private Placement

14:20 Uhr  |  The Newswire

Toronto, November 13, 2025 - Total Metals Corp. ("Total Metals" or the "Company") (TSX-V: TT) (OTCQB: TTTMF) (FSE: O4N) is pleased to announce its non-brokered private placement (the "Private Placement") of up to approximately 6,666,666 Units (each, a "Unit") at a price of C$0.90 per Unit, for aggregate gross proceeds of up to approximately C$6,000,000.

Each Unit will consist of one common share in the capital of the Company (each, a "Share") and one common share purchase warrant (each, a "Warrant"). Each Warrant shall be exercisable to acquire one common share at a price of C$1.15 for a period of 36 months from the applicable closing date.

The Company will (i) pay a cash finder's fee to certain eligible finders (each a "Finder") of up to 8% of the aggregate gross proceeds of subscriptions facilitated by such Finders; and (ii) issue such number of finder's warrants (a "Finder's Warrant") that is equal to up to 8% of the number of Units sourced by the Finder, with each Finder's Warrant entitling the holder thereof to purchase one Share (a "Finder's Warrant Share") at an exercise price of C$0.90 per Finder's Warrant Share for a period of 36 months following the closing date of the Private Placement. Payment of any finder's fees remains subject to applicable regulatory approvals, including the TSX Venture Exchange

The Company plans to use the net proceeds from the Private Placement for the advancement of the Company's wholly owned Electrolode Project, High Lake and West Hawk Lake Projects as well as for working capital and general corporate purposes. The Company may reallocate the use of proceeds for sound business reasons and as circumstances warrant.

The Private Placement is scheduled to close on or around November 28, 2025 and is subject to certain conditions including, but not limited to the approval of the TSX Venture Exchange (the "TSX-V"), and the receipt of all necessary approvals including the approval of the TSX-V and the applicable securities regulatory authorities. The Units will be offered to "accredited investors", as defined under National Instrument 45-106 - Prospectus Exemptions.

The Units will be offered: (a) by way of private placement in all of the provinces of Canada pursuant to applicable exemptions from the prospectus requirements under applicable Canadian securities laws; (b) in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to the exemptions from the registration requirements provided for under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"); and (c) in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws, provided that no prospectus, registration statement or other similar document is required to be filed in such jurisdiction. The securities to be issued pursuant to the Private Placement to purchasers in Canada will be subject to a four-month and one day hold period in Canada pursuant to applicable Canadian securities laws. The Units will be offered to purchasers outside of Canada pursuant to an exemption from the prospectus requirements in Canada available under OSC Rule 72-503 - Distributions Outside Canada and, accordingly, the securities to be issued pursuant to the Private Placement to purchasers outside of Canada are not expected to be subject to a four-month and one day hold period in Canada.

The securities offered have not been registered under the U.S. Securities Act, as amended, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful.

Further to its news release dated October 20, 2025 whereby the Company announced the closing of the first tranche of its private placement offering, the Company announces that an additional $2,400 and 4,000 non-transferable finder warrants (each, a "Finder Warrant") were paid and issued to certain eligible arm's-length finders who introduced subscribers to the Private Placement. 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.

About Total Metals Corp.

Total Metals Corp. is focused on its 100% owned Electrolode project covering 3,000 contiguous hectares. The Electrolode project is targeting 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. Total Metals also owns 100% of the High Lake and West Hawk Lake projects located along the Trans-Canada Highway straddling the Manitoba / Ontario border. The Purex Zone on the High Lake project has significant exploration potential and will be the primary target for initial exploration and potential future mining activities. The West Hawk Lake project is comprised of 23 mining claims totalling 336 hectares, 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

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 TSX-V. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.

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