Pace Metals Provides Update on Acquisition of Compton Mining

About this update from Total Metals Corp

[{"type":"text","content":" VANCOUVER, BC / ACCESS Newswire / March 27, 2025 / Pace Metals Ltd. (\"Pace\" or the \"Company\") (TSXV:PACE) (FSE:B7L) (OTC PINK:BGADF) is pleased to announce that further to its press release dated October 29, 2024 it has entered into a definitive agreement dated March 26, 2025 (the \" Definitive Agreement \"), with Compton Mining Corp. (\" Compton \") 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 (the \" Proposed Transaction \"). 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 (the \" TSXV \" or, the \" 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 (the \" Amalgamation \"), and the shareholders of Compton will receive approximately 20,500,000 shares of the Company (referred to on a post-closing basis as the \" Resulting Issuer \") at a deemed price of $0.25 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.\" (the \" Name Change \"); following completion of the foregoing, the Amalgamation will be completed, and the Compton shareholders will exchange each Compton common share (the \" Compton Shares \") for one common share of the Resulting Issuer (the \" Resulting Issuer Shares \"); and 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 and 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 $1,250,000 at a price of $0.25 p...

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