Mr. Tyler Thorburn reports

TOTAL METALS (FORMERLY PACE METALS) COMPLETES REVERSE TAKEOVER TRANSACTION

Total Metals Corp. (formerly Pace Metals Ltd.) has completed its previously announced acquisition of all of the outstanding securities of Compton Mining Corp., pursuant to the terms of a definitive agreement dated March 26, 2025. Further details regarding the transaction are available in the company's filing statement dated July 24, 2025, and its news releases dated Oct. 29, 2024, March 27, 2025, and July 24, 2025, which can be found under the company's profile on SEDAR+. Following the completion of the transaction, the company will continue to be a Tier 2 mining issuer.

"The successful completion of our reverse takeover with Pace Metals marks a pivotal moment for Total Metals. This transaction creates a strong platform for growth and positions us to move forward immediately with exploration of the Electrolode property. Our team is excited to begin the next chapter and unlock the full potential of this highly prospective asset," said Tyler Thorburn, chief executive officer of Total.

In connection with the completion of the transaction, the TSX Venture Exchange conditionally approved the listing of the company's common shares under the new ticker symbol, TT. The company shares are expected to commence trading on the TSX-V on or about Aug. 18, 2025. A further press release will be issued once trading has commenced. The transaction constituted a reverse takeover (RTO) of the company by Compton pursuant to Policy 5.2 of the TSX-V.

The transaction was completed according to the terms of a definitive agreement dated March 26, 2025, pursuant to which the company acquired all of the issued and outstanding securities of Compton by way of a three-cornered amalgamation with a wholly owned subsidiary of the company under the laws of the Province of British Columbia.

As consideration, each common share of Compton was exchanged for company shares on the basis of the exchange ratio of 1:1, as set out in the definitive agreement. Each common share purchase warrant of Compton was exchanged on a 1:1 basis for replacement warrants of the company.

In connection with the transaction, Compton completed a non-brokered private placement of 7.06 million units of Compton at 25 cents per unit for gross proceeds of $1,765,000. Each unit consisted of one common share and one-half of a common share purchase warrant, exercisable for a price of 35 cents for a period of two years following the closing of the transaction. The units and warrants were exchanged for company shares, pursuant to the terms of the definitive agreement. An aggregate cash finders' fee of $71,250 was paid in connection with the financing.

In conjunction with the transaction, Compton will also change its name to Total Metals Corp. (the resulting issuer). The new trading symbol of the resulting issuer will be TT. The name change and consolidation have been accepted by the TSX-V and were approved by Pace's directors and shareholders, respectively.

The company's shares will also be consolidated on the basis of two issued company shares for one new company share will be made effective on Aug. 18, 2025. The company, on a pretransaction basis, had 4,258,760 common shares issued and outstanding, which was reduced to 2,129,380 on a postconsolidation basis, not accounting for the company shares issued in connection with the transaction. No fractional shares were issued, and any fractional shares will be reduced to the nearest lower whole share.

The new Cusip number is 891957102 and the new ISIN (international securities identification number) is CA8919571023. A letter of transmittal will be mailed to registered shareholders of record as at the effective date, providing instructions with respect to surrendering share certificates representing preconsolidation company shares in exchange for postconsolidation company shares issued as a result of the consolidation. Until surrendered, each certificate representing preconsolidation company shares will be deemed to represent the number of postconsolidation company shares the holder received as a result of the consolidation. Shareholders who hold their shares in brokerage accounts or in book-entry form are not required to take any action.

Following the transaction, there are 29,689,380 company shares issued and outstanding. For further details regarding the capitalization of the company, please see the RTO filing statement.

Escrowed shares

In connection with the transaction, certain shareholders of the company have entered into a Tier 2 value escrow agreement with the company and Odyssey Trust Company, as escrow agent, in respect of 4.95 million company shares. Under the terms of the value escrow agreement, 10 per cent of such escrowed securities will be released upon the issuance of the final bulletin of the TSX-V, with subsequent 15-per-cent releases occurring on each of the six, 12, 18, 24, 30 and 36 months following the final bulletin, respectively.

Certain shareholders of the company are subject to seed share resale restrictions covering 10,696,671 company shares. These restrictions provide for an initial release of 20 per cent on the date of the final bulletin, followed by additional 20-per-cent releases at three, six and nine months thereafter, with the final 20 per cent released 12 months from the date of the final bulletin.

Certain shareholders of the company are subject to additional voluntary 36-month escrows and four-month escrows, as outlined in the RTO filing statement.

Leadership and management

Following the transaction, the leadership team of the company is composed as follows:

• Mr. Thorburn -- chief executive officer, director and corporate secretary;
• Brandon Schwabe -- chief financial officer;
• Michael Dehn -- director;
• Eric Szustak -- director;
• David Burga -- director.

About Total Metals Corp.

Total is engaged in the acquisition, exploration and development of mineral properties in North America and currently has a portfolio of one material property, the Electrolode property. Its current focus is to conduct the proposed exploration program on the Electrolode property, as more particularly set out in the company's technical report entitled "NI 43-101 Technical Report on the Electrolode Property Belanger and Bowerman Townships Red Lake Mining Division Ontario, Canada" dated June 1, 2025.

We seek Safe Harbor.