File: '\\swfile\EmailIn\20250814 054556 Attachment Compton - Pace - News Release - RTO Completion Final.docx'

LEGAL*66949572.2

PACE METALS LTD.

NEWS RELEASE

TOTAL METALS (FORMERLY PACE METALS)

COMPLETES REVERSE TAKEOVER TRANSACTION

Vancouver, BC, August 14, 2025 - Total Metals Corp. ("Total" or the "Company") (TSXV: TT | FSE: B7L | USA: BGADF) is pleased to announce that it has completed its previously announced acquisition of all of the outstanding securities of Compton Mining Corp. ("Compton") pursuant to the terms of a definitive agreement dated March 26, 2025 (the "Transaction"). Further details regarding the Transaction are available in the Company's Filing Statement dated July 24, 2025 (the "RTO Filing Statement") and its news releases dated October 29, 2024, March 27, 2025 and July 24, 2025, which can be found under the Company's profile on SEDAR+ at www.sedarplus.ca. 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, CEO of Total.

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

The Transaction was completed according to the terms of a definitive agreement dated March 26, 2025 (the "Definitive Agreement") 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 (each, a "Compton Share") 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 7,060,000 units of Compton at $0.25 per unit (each, a "Unit") for gross proceeds of $1,765,000. Each Unit consisted of one common share and one half of a common share purchase warrant (each, a "Warrant"), exercisable for a price of $0.35 for a period of two years following the closing of the Transaction (the "Financing"). The Units and Warrants were exchanged for Company Shares, pursuant to the terms of the Definitive Agreement. An aggregate cash finders fee of $71,250.00 was paid in connection with the Financing.

In conjunction with the Transaction, Compton will also change its name (the "Name Change") to "Total Metals Corp." (the "Resulting Issuer"). The new trading symbol of the Resulting Issuer will be "TT". The Name Change and Consolidation has been accepted by TSXV and was approved by the Pace's directors and shareholders, respectively.

The Company's shares will also be consolidated on the basis of 2 issued Company Shares for one (1) new Company Share (the "Consolidation") will be made effective on August 18, 2025 (the "Effective Date"). The Company, on a pre Transaction basis, had 4,258,760 common shares issued and outstanding, which was reduced to 2,129,380 on a post-Consolidation 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 is 891957102 and the new ISIN 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 pre-Consolidation Company Shares in exchange for post-Consolidation Company Shares issued as a result of the Consolidation. Until surrendered, each certificate representing pre-Consolidation Company Shares will be deemed to represent the number of post-Consolidation 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 29,689,380Company 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 4,950,000 Company Shares (the "Value Escrow Agreement"). Under the terms of the Value Escrow Agreement, 10% of such escrowed securities will be released upon the issuance of the final bulletin of the TSXV (the "Final Bulletin") with subsequent 15% releases occurring on each of the 6, 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% on the date of the Final Bulletin, followed by additional 20% releases at 3, 6, and 9 months thereafter, with the final 20% released 12 months from the date of the Final Bulletin.

Certain shareholders of the Company are subject to additional voluntary 36-month escrows and 4-month escrows, as outlined in the RTO Filing Statement.

Leadership and Management

Following the Transaction, the leadership team of the Company is comprised as follows:

Tyler 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.

Cautionary Statements

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This press release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The securities have not been and will not be registered under the United States Securities Act of 1933 (the "1933 Act") or any state securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. persons (as defined in Regulation S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such registration requirements is available.

Tyler Thorburn

Director and Chief Executive Officer

Telephone: 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, including without limitation the ability of the Company to continue as going concerns, ongoing approval of the Company's activities by relevant governmental and regulatory authorities, the Company's capacity to meet all conditions following the closing of the Transaction, and its ability to fulfill the listing requirements of the TSXV. 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.