Mr. Robert Birmingham reports

PACE METALS PROVIDES UPDATE ON ACQUISITION OF COMPTON MINING

Further to the press release dated Oct. 29, 2024, Pace Metals Ltd. has entered into a definitive agreement dated March 26, 2025, with Compton Mining Corp. and 1532367 B.C. Ltd. (SubCo), a wholly owned subsidiary of the company, relating to the acquisition of all of the issued and outstanding securities of Compton pursuant to the terms of an amalgamation agreement. 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).

Definitive agreement

The proposed transaction will be completed pursuant to a three-cornered amalgamation among the company, Compton and SubCo, whereby SubCo and Compton will amalgamate and continue as one corporation, and the shareholders of Compton will receive approximately 20.5 million shares of the company (referred to on a postclosing basis as the resulting issuer) at a deemed price of 25 cents per share.

Pursuant to the definitive agreement and upon the satisfaction or waiver of the conditions set out therein, in connection with the closing of the proposed transaction, among other things:

• The company will change its name to Total Metals Corp.
• Following completion of the foregoing, the amalgamation will be completed, and the Compton shareholders will exchange each Compton common share for one common share of the resulting issuer.
• The board of directors and management of the resulting issuer will be replaced with nominees of Compton.

The resulting issuer will hold, on a consolidated basis, all of the assets, will be subject to all of the liabilities of the company, SubCo and Compton, and will continue the business of Compton. Completion of the proposed transaction is subject to a number of conditions, including, but not limited to, Compton completing a non-brokered private placement of units (as defined herein) for gross proceeds of $1.25-million at a price of 25 cents per unit (as described below); the company completing the name change; TSX Venture Exchange acceptance of the proposed transaction; the consolidation of the common shares of the company on the basis of one Pace share for two existing Pace shares; and receipt of the necessary approvals of the shareholders of the company and Compton, as applicable. No loans or advances between Pace, Compton or SubCo are expected in connection with the proposed transaction. No finders' fees are contemplated in connection with the proposed transaction. Pursuant to Section 4.1 of TSX-V Policy 5.2, the company will not be obtaining shareholder approval of the proposed transaction as: (i) the proposed transaction is not a related-party transaction and does not involve any non-arm's-length parties (as such terms are defined in the policies of the TSX-V) and no other circumstances exist which may compromise the independence of the company or other interested parties with respect to the proposed transaction; (ii) the exchange has confirmed to the company that, in its view, the company is without active operations; (iii) the company is not subject to, and, to the best of its knowledge, will not be subject to, a cease trade order on completion of the proposed transaction; and (iv) shareholder approval of the proposed transaction is not required under applicable corporate and securities laws. Additional details regarding Compton's business are available in the company's press release dated Oct. 29, 2024.

The definitive agreement will be posted to the company's SEDAR+ profile and contains additional details regarding the proposed transaction. As well, further details with respect to the proposed transaction are summarized in the company's news release dated Oct. 25, 2025.

Management

Following the completion of the proposed transaction (and as outlined in the definitive agreement), the resulting issuer is expected to be led by Tyler Thorburn (chief executive officer and director); Brandon Schwabe (chief financial officer, corporate secretary and director); Micheal Dehn (independent director); and a fourth independent director to be identified in due course.

Mr. Thorburn (CEO and director)

Mr. Thorburn has been involved in resource exploration, development and extraction projects since 2008. Mr. Thorburn has worked on projects for Enbridge, Williams Energy and Centrica Energy, co-ordinating land acquisitions, stakeholder relations, environmental permitting and first nations consultations. Mr. Thorburn spent five years as an area lead for Canadian Natural Resources Ltd. in Western Canada. Mr. Thorburn has been based in Toronto the past seven years working as a board director and/or director of corporate development for several junior resource companies. Mr. Thorburn holds an MBA from Warwick Business School.

Mr. Schwabe (CFO, corporate secretary and director)

Mr. Schwabe is a chartered professional accountant with over 15 years of corporate accounting and financial reporting experience. Mr. Schwabe has served as chief financial officer for several junior public companies in the natural resource sector. He holds a bachelor of technology in accounting with distinction from the British Columbia Institute of Technology.

Mr. Dehn (independent director)

Mr. Dehn has 30 years of Canadian exploration and mining experience. He spent 11 years as senior geologist with Goldcorp leading its regional exploration programs within the Red Lake gold district of Northern Ontario. He continues to consult in the Red Lake district on gold and base metal projects. He has worked extensively in the Canadian Shield on precious and base metals, as well as industrial minerals. Mr. Dehn is also the mayor of Erin, Ont., a town 80 kilometres northwest of Toronto with a population of 13,000, as well as a councillor in Wellington county, Ontario. Mr. Dehn holds a bachelor of science in earth sciences from the University of Waterloo.

Financing

In connection with the proposed transaction, the parties intend to complete a financing of units for gross proceeds of $1.25-million at a price of 25 cents per unit. Each unit will be composed of one Compton share and one common share purchase warrant. Each warrant will be exercisable at a price of 35 cents for a period of two years from the closing date of the financing and will contain an acceleration provision such that, following four months from issuance, if the Compton shares close at or above 50 cents on the TSX-V for 10 consecutive trading days and following notice from the resulting issuer, the expiry date of the warrants shall be 30 days from the acceleration date. The financing shall be completed by Compton on a best effort basis. The financing shall be structured as a unit financing into Compton, and the underlying securities shall convert into resulting issuer shares and warrants in the resulting issuer in connection with the proposed transaction as outlined in the definitive agreement. Other than in connection with the financing, neither party will issue any shares or rights exchangeable or exercisable into shares of such party prior to closing of the proposed transaction. The proceeds of the financing will be used for the working capital requirements of the resulting issuer. Compton may pay eligible brokers commissions in connection with the financing. Any commissions payable will be disclosed in a subsequent press release.

Financial information

A summary of the unaudited financial information of Compton for the three and nine months ended Jan. 31, 2025, and the period from incorporation on May 8, 2023, to Jan. 31, 2024, disclosed in accordance with TSX-V policies, is included in the table below.

                                  For the three and nine months 
                                            ended Jan. 31, 2025

Total revenues                                            $0.00                                               
Total assets                                           $394,594                                         
Basic and diluted (loss) per share                        $0.00                                               
Total expenses                                          $12,567                                          
Net (loss) and comprehensive (loss)                    ($12,567)                                        

Additional financial information with respect to Compton will be provided in the filing statement to be filed with the TSX-V in connection with the acquisition.

Completion of the proposed transaction is subject to a number of conditions, including as disclosed herein, but not limited to, exchange acceptance and, if applicable, disinterested shareholder approval. Where applicable, the proposed transaction cannot close until the required shareholder and exchange approval is obtained. There can be no assurance that the proposed transaction will be completed as proposed or at all.

Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the proposed transaction, any information released or received with respect to the proposed transaction may not be accurate or complete and should not be relied upon. Trading in the securities of the company should be considered highly speculative.

All information contained in this press release with respect to the company and Compton was supplied by the parties, respectively, for inclusion herein, without independent review by the other party, and each party and its directors and officers have relied on the other party for any information concerning the other party.

We seek Safe Harbor.