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TSX-V: TT to Acquire Two High-Grade Gold Deposits in Canada along the Ontario/Manitoba Border
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September 24, 2025 – TheNewswire - Vancouver, BC - Total Metals Corp. (“Total Metals” or the “Company”) (TSX-V: TT) (FSE: O4N) is pleased to announce it has signed a binding letter of intent (the “Agreement”) with McFarlane Lake Mining Limited (CSE: MLM) to acquire 100% of the High Lake and West Hawk Lake mineral properties dated September 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 C$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 CEO 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 C$9.25 million, comprised of:
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A cash payment of C$7,250,000 payable upon closing of the transaction (the “Cash Consideration”).
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C$2,000,000 through the issuance of common shares of Total Metals (each, a “Total Share”) at a deemed price of $0.60 per Total Share. The shares will be issued at the same price per share as the equity financing undertaken to fund 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 licenses/permits to be maintained or obtained in the ordinary course.
Conditions and Closing
The completion of the acquisition is conditional upon Total Metals successfully 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 October 31, 2025. There can be no assurances the transaction will close on the terms described herein, or at all.
Equity Offering
Total Metals is please to announce its equity non-brokered private placement (the “Offering”) for gross proceeds of up to approximately (i) up to 15,833,333 LIFE units (“LIFE Units”) at a price of $0.60 per LIFE Unit; and (ii) up to 833,333 Non-LIFE Units (“Non-LIFE Units”) at a price of $0.60 per Non-LIFE Unit, for aggregate gross proceeds of up to approximately $10,000,000.
Each LIFE Unit will consist of one Total Share and one common share purchase warrant (each whole warrant, a “LIFE Warrant”). Each LIFE Warrant shall be exercisable to acquire one common share at a price of C$1.00 for a period of 36 months from the applicable closing date (each, a “Closing Date”). Each Non-LIFE Unit will consist of one Total Share and one common share purchase warrant (each whole warrant, a “Non-LIFE Warrant”). Each Non-LIFE Warrant shall be exercisable to acquire one common share at a price of C$0.90 for a period of 36 months from the applicable closing date (each, a “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 United States Securities Act of 1933, as amended (the “1933 Act”), 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 (collectively, the “Selling Jurisdictions”).
The Company will (i) pay a cash finder's fee to certain registered 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 LIFE Units and Non-LIFE Units sourced by the Finder, with each Finder's Warrant entitling the holder thereof to purchase one Total Share (a "Finder's Warrant Share") at an exercise price of C$0.60 per Finder's 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:
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Acquisition of High Lake property: $7,250,000.
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Finder’s fees: up to $800,000 in cash to eligible finders, in accordance with TSXV policies.
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Electrolode Project – drilling: $1,440,000 to complete 8 holes at 450 m at an estimated $400/m.
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Electrolode Project – soil sampling: $57,500.
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Electrolode Project – prospecting (including grab samples): $45,000.
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General working capital: $387,500.
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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 finder’s 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 NI 43-101 compliant Mineral Resource Estimate with:
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Indicated Resources: 152,000 tonnes grading 9.38 g/t Au for 45,800 ounces of gold.
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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 (“NI-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 (www.sedar.com) under McFarlane Lake Mining Limingted’s issuer profile.
Notes:
1. The mineral resources described above have been prepared in accordance with the CIM Standards (Canadian Institute of Mining, Metallurgy, and Petroleum, 2014) and follow Best Practices outlined by CIM (2019)
2. Underground Mineral Resources have been reported using a 2.6 g/t lower cut-off based on US$1,800/oz Au, 0.77 US$ FX, 95% process recovery and costs of C$130/t mining, C$40/t processing and $15/t G&A.
3. The High Lake deposit has been classified as Inferred and Indicated Mineral Resources according to drill spacing and two grade estimation passes. Underground Mineral Resources have been classified manually within a constraining volume to remove isolated areas not satisfying reasonable prospects for eventual economic extraction ("RPEEE") and have been reported using an approximate 2 m minimum thickness.
4. There are no known underground workings at the High Lake Deposit
5. The bulk density of 2.7 t/m3has been applied based on measurements taken on the drill core and assigned in the block model.
6. The MRE is based on block models with a block size of 0.5 m x 0.5 m x 0.5 m.
7. Tonnage has been expressed in the metric system, and gold metal content has been expressed in troy ounces.
8. The tonnages have been rounded to the nearest 100 tonnes and the metal content has been rounded to the nearest 100 ounces. Gold grades have been reported to two decimal places.
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 are included in the Mineral Resource Estimate:
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MLHL-22-06: 24.96 g/t Au over 14.90 m , including 43.22 g/t Au over 7.99 m and 53.87 g/t Au over 3.15 m. Visible gold was observed.
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MLHL-22-17: 148.37 g/t gold over 1.3 m, including an exceptional 538.00 g/t Au over 0.3 m.
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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:
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MLHL-23-50: 13.96 g/t Au over 1.17m and MlHl-24-53: 4.04 g/t Au over 2.25m.
These results confirm the presence of significant high-grade gold mineralization and suggest the potential for further high-grade discoveries.
Excellent Metallurgy: Preliminary metallurgical test work 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%. This is a significant de-risking factor for the project.
Untapped Exploration Potential: The mineral resources at the Purdex Zone are open for expansion along strike and down-dip. Recent IP 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”, it was based 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 CIM 2014 Definition Standards, and are inconsistent with those set forth by NI 43-101 Standards for Disclosure for Mineral Projects.
Historical Resources - West Hawk Lake Property* |
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Zone |
Tonnes |
Grade (g/t) Au |
Troy Oz. |
Sunbeam |
99,800 |
9.19 |
29,487 |
Waverly Letain A |
70,800 |
15.33 |
34,895 |
Waverly Letain B |
99,800 |
10.39 |
33,338 |
Waverly Letain C |
96,200 |
9.50 |
29,383 |
Moonbeam |
18,000 |
7.54 |
4,363 |
Sundog |
72,600 |
31.20 |
72,825 |
Total |
457,200 |
13.97 |
204,291 |
Table 2 - Source: Sears et al (2021)
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 Corp. is not treating the historical mineral resource estimate as a current Mineral Resource.
Key Assumptions, Parameters and Methods used to Prepare the Historical Estimate: The mineralization occurs in six zones: 1) Sunbeam Zone, 2) Moonbeam Zone, 3-5) Waverly-Letain A, B & C Zones, and 6) the Sundog Zone. Most of the supporting data for the mineral resource estimates are not available. Based upon limited information found in various memos and progress reports submitted to Sunbeam Resources Ltd., it appears that the mineral resource estimates were based upon information from extensive sampling from underground development and diamond drilling. This information includes a 475 ft (145 m) shaft, 905 ft (275 m) of drifting on 4 levels and 92 drill holes from surface on the Sunbeam Zone; a 500 ft (152 m) shaft, 3300 ft (1,006 m) of drifting on 3 levels and 91 drill holes from surface on the Waverly/Letain A, B and C Zones; an unknown amount of drilling from surface on the Moonbeam Zone; and 16 drill holes from surface on the Sundog Zone. The tonnage estimates were made using 12 cubic feet per ton, a bulk density value of 2.67 t/m3, and grades were capped at 1.0 oz/ton Au (34.286 g/t Au)
Proven Mining Camp with Past Production: The property has a history of mining, with a 4,257-tonne bulk sample from the Sunbeam Deposit grading an average of 5.82 g/t Au. This demonstrates the presence of established gold mineralization.
The Company feels that historical production and historical resources is 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:
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MLWH-22-01: 22.17 g/t Au over 1.27 m, including 49.4 g/t Au over 0.55 m.
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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 100m 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 6 gold mills within trucking distance, which could significantly improve project economics.
Strategic Location and Infrastructure
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Prime Location: Both projects are strategically located just off the Trans-Canada Highway, 45-53 km west of Kenora, Ontario, a town with a history of mining and a skilled workforce.
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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 twelve (12) months, the Company plans to expend up to C$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
Total Metals has also engaged Market One Media Group Inc. (“Market One”) of Vancouver, British Columbia, for a 12-month marketing campaign commencing on September 23rd, 2025, at a cost of CAD $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 multi-platform 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 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 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.
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 Exchange. The forward-looking statements or information contained in this news release are expressly qualified by this cautionary statement.