Mr. Robert Birmingham reports

PACE METALS ENTERS INTO LETTER OF INTENT WITH COMPTON MINING IN RESPECT OF A PROPOSED REVERSE TAKEOVER

Pace Metals Ltd. has entered into a non-binding letter of intent dated Oct. 29, 2024 (LOI) with Compton Mining Corp., pursuant to which Pace intends to acquire all of issued and outstanding securities of Compton in exchange for common shares of Pace in accordance with the exchange ratio. It is intended that the proposed transaction will be an arm's-length reverse takeover for Pace, as such term is defined in TSX Venture Exchange Policy 5.2 (Changes of Business and Reverse Takeovers).

The LOI is to be superseded by a definitive agreement to be signed on or prior to Dec. 31, 2024, or such later date as may be mutually agreed upon by the parties in writing. There can be no assurance that the definitive agreement will be successfully negotiated or entered into or that all of the necessary approvals will be obtained or that all conditions of closing will be satisfied. The precise terms of any agreements between the parties relating to the proposed transaction will be contained in the definitive agreement to be negotiated among, and satisfactory to, the parties and their respective counsel which agreement will contain customary representations, warranties, covenants, indemnifications and conditions, both as described herein as well as such other terms as the parties may agree to. The proposed transaction is subject to:

• Requisite regulatory approval, including the approval of the TSX Venture Exchange;
• Customary closing conditions, including the approval of the directors (and as required, the shareholders) of each of Pace and Compton of the definitive agreement and completion of due diligence investigations to the satisfaction of each of Pace and Compton;
• The additional conditions described below.

The legal structure for the proposed transaction will be confirmed after the parties have considered all applicable tax, securities law and accounting efficiencies.

Pace is at arm's length to Compton and no director, officer or insider of Pace or Compton beneficially owns, or controls or directs, directly or indirectly, any securities of the other party. Therefore, the proposed transaction is expected to be an arm's-length transaction, as defined under TSX-V Policy 1.1 (Interpretation), and does not constitute a related-party transaction for the purpose of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). No finders' fee will be paid in connection with the proposed transaction.

Among other terms customary for a transaction of this nature, the definitive agreement will provide for:

• A change of name of the company to Total Metals Corp.;
• The consolidation;
• The appointment of a slate of directors nominated by Pace and Compton, which board reconstitution will be effective upon closing of the proposed transaction.

Trading in the Pace shares has been halted in accordance with the policies of the TSX-V and will remain halted until such time as all required documentation in connection with the proposed transaction has been filed with and accepted by, and permission to resume trading has been obtained from, the TSX-V. There can be no assurance that trading of Pace shares will resume prior to the completion of the proposed transaction.

About Compton Mining Corp.

Compton is a resource mining company focused on exploration and development of Compton's Electrolode property located in the Red Lake mining district of northern Ontario. Compton is incorporated pursuant to the Business Corporations Act (British Columbia). The company controls 3,346 hectares of contiguous exploration properties. The Electrolode property technical report with an effective date of September, 2024, on the property, authored by Colin Bowdidge, PhD, PGeo, calculated an inferred mineral resource of 2.1 million tonnes averaging 0.66 per cent copper (Cu), 4.75 per cent zinc (Zn), 17.7 grams per tonne (g/t) silver (Ag) and 0.66 g/t gold (Au). Compton is focused on further exploration of the Electrolode's D-zone which has the potential for high-grade copper-gold.

Concurrent financing

Prior to or concurrent with the completion of the proposed transaction, Compton or, if agreed to between the parties, a subsidiary of Compton or Pace, shall complete an offering of flow-through common shares and non-flow-through common shares. Pursuant to the concurrent financing, the flow-through shares are expected to be issued at a price of 35 cents per flow-through share (on a postconsolidation basis), for gross proceeds of a minimum of $250,000, and the non-flow-through shares are expected be issued at a price of 25 cents per non-flow-through share (on a postconsolidation basis) for gross proceeds of a minimum of $300,000. The terms of the concurrent financing are subject to negotiation between Pace and Compton and will be announced concurrently with the definitive agreement.

The proceeds of the concurrent financing will be used to advance the business of Compton and for general corporate and working capital purposes in accordance with the applicable listing requirements under the policies of the TSX-V.

Conditions to proposed transaction

Prior to or currently with completion of the proposed transaction, as applicable, and as conditions of closing:

• Compton and Pace must complete mutually satisfactory due diligence investigations;
• Pace and Compton will enter into a definitive agreement in respect to the proposed transaction on or prior to Dec. 31, 2024;
• Pace and Compton will obtain the requisite board and shareholder approvals for the proposed transaction, as required pursuant to Section 4.1 of Policy 5.2, and any ancillary matters contemplated in the definitive agreement;
• All requisite regulatory approvals relating to the Proposed Transaction, including, without limitation, the TSXV, will have been obtained;
• The concurrent financing will be completed prior to or concurrently with the closing;
• Pace will have effected the consolidation prior to the closing;
• The board nominees will have been duly appointed to the board of directors of Pace effective as of closing;
• Pace will have effected the name change.

The proposed transaction

Preclosing capitalization of Pace

As of the date hereof, Pace has 4,258,760 Pace shares issued and outstanding and nil Pace shares reserved for issuance pursuant to the exercise or conversion of convertible securities of Pace. The Pace shares are currently listed on the TSX-V under the symbol Pace.

Consolidation of Pace

Prior to or concurrently with closing, subject to Pace shareholder approval, Pace will undertake a share consolidation on the basis of one postconsolidation Pace share for every two preconsolidation Pace shares.

Preclosing capitalization of Compton

As of the date hereof, Compton has 20.5 million Compton shares issued, with no other securities outstanding.

Terms of the proposed transaction

It is currently anticipated that Pace will acquire Compton by way of a three-cornered amalgamation, share exchange, plan of arrangement or other similar form of transaction as agreed to by the parties to ultimately form the resulting issuer. The final structure of the proposed transaction is subject to the receipt of tax, corporate and securities law advice for both Pace and Compton.

The exact exchange ratio will be determined by Pace and Compton following receipt of financial advice and a review of the parties' respective capital structures, however, such exchange ratio is expected to be 1:1.

Prior to or concurrent with the completion of the proposed transaction, $93,875 (U.S.) and $237,625 of debt, owing to current non-arm's-length individuals to Pace, shall be released and extinguished from Pace's accounts payable.

Upon completion of the proposed transaction, the resulting issuer will carry on the business of Compton. It is expected that the resulting issuer will be classified as a Tier 2 mining issuer.

Officers and board of directors of the resulting issuer

Upon completion of the proposed transaction, it is anticipated that the board of directors of the resulting issuer shall consist of five directors, each of whom shall be nominated by Compton and Pace. The nominees will be determined and announced in connection with the execution of the definitive agreement.

Qualified person statement

The scientific and technical information contained in this press release has been reviewed and approved on behalf of Pace by J. Garry Clark who is a qualified person as defined by National Instrument 43-101 (Standards of Disclosure for Mineral Projects).

Sponsorship

Sponsorship of the proposed transaction is required by the TSX-V unless an exemption from the sponsorship requirement is available. The company intends to apply for a waiver from the sponsorship requirements. There is no assurance that the company will be able to obtain such a waiver.

We seek Safe Harbor.