Company Description
Total Metals Corp (OTC PINK: BGADF) is the name that Pace Metals Ltd. intends to adopt in connection with a proposed reverse takeover transaction involving Compton Mining Corp. According to a March 27, 2025 news release, Pace Metals entered into a definitive agreement with Compton Mining and a wholly owned subsidiary to complete a three‑cornered amalgamation. Upon closing of this proposed transaction, the company will change its name to Total Metals Corp and continue the business of Compton on a consolidated basis.
The company’s shares trade in the United States on the OTC PINK market under the symbol BGADF. In Canada, the related issuer Pace Metals is listed on the TSX Venture Exchange under the symbol PACE, and on the Frankfurt Stock Exchange under the symbol B7L. The TSX Venture Exchange has confirmed to Pace Metals that it is without active operations, and the proposed transaction with Compton is structured as an arm’s length reverse takeover under TSXV Policy 5.2.
Planned reverse takeover and resulting issuer
Under the definitive agreement dated March 26, 2025, the transaction is intended to be completed by way of a three‑cornered amalgamation among Pace Metals, Compton Mining and Pace’s wholly owned subsidiary. The subsidiary and Compton will amalgamate and continue as one corporation, and Compton shareholders are expected to receive Resulting Issuer shares in exchange for their Compton common shares. The news release states that, following completion of the name change to Total Metals Corp and the amalgamation, the resulting issuer will hold all of the assets and liabilities of Pace, the subsidiary and Compton, and will continue Compton’s business.
The completion of the proposed transaction is subject to several conditions, including acceptance by the TSX Venture Exchange, completion of a share consolidation of Pace Metals, shareholder approvals where required, and completion of a non‑brokered private placement by Compton Mining. The news release emphasizes that there can be no assurance that the proposed transaction will be completed as contemplated or at all.
Financing associated with the transaction
In connection with the proposed reverse takeover and planned name change to Total Metals Corp, Compton Mining intends to complete a financing of units for gross proceeds of a specified amount, as described in the March 27, 2025 release. Each unit is to consist of a Compton share and a common share purchase warrant, with the underlying securities intended to convert into shares and warrants of the resulting issuer in connection with the transaction. The proceeds of this financing are described as being for the working capital requirements of the resulting issuer. The financing is structured on a best‑efforts basis, and any commissions payable to eligible brokers are to be disclosed in a subsequent press release.
Corporate governance of the resulting issuer
The same March 27, 2025 news release outlines the expected management and board composition of the resulting issuer following completion of the proposed transaction. It states that the resulting issuer is expected to be led by a chief executive officer and director, a chief financial officer who will also serve as corporate secretary and director, and at least two independent directors. Biographical details in the release highlight experience in resource exploration, development and extraction projects, corporate accounting and financial reporting in the natural resource sector, and Canadian exploration and mining, including work in the Red Lake gold district of Northern Ontario.
Relationship to prior BGADF issuer
The BGADF symbol has also been used in news releases by Brigadier Gold Limited, which reports that its shares trade on the TSX Venture Exchange under the symbol BRG, on the Frankfurt Stock Exchange under the symbol B7LM, and on the OTC PINK market in the United States under the symbol BGADF. Brigadier Gold’s news releases describe exploration work at the Nemaska2 Lithium Project in the James Bay region of Quebec, Canada. These releases refer to Brigadier Gold as the company associated with the BGADF symbol at the time of those announcements.
Brigadier Gold’s Nemaska2 project is described as consisting of map‑designated mining titles in northern Quebec near the community of Nemaska, with exploration programs focused on identifying pegmatite swarms and lithium‑bearing mineralization. The company has reported completion of Phase‑1 surface reconnaissance mapping, prospecting and sampling, identification of multiple pegmatite swarms, and follow‑on exploration programs. Historical work cited in these releases includes government sampling programs and airborne magnetometric surveys indicating structures favorable to pegmatite formation.
Investors reviewing BGADF should be aware that the March 27, 2025 news release describes a proposed transaction in which Pace Metals will change its name to Total Metals Corp and continue the business of Compton Mining, while earlier news releases associate BGADF with Brigadier Gold Limited and its Nemaska2 Lithium Project. The available information does not describe how or when the BGADF symbol transitions between these issuers, and there is no SEC filing data provided in the source material. Users should consult the most recent regulatory and exchange disclosures to determine the current corporate entity trading under BGADF.
Regulatory and risk considerations
The March 27, 2025 news release includes cautionary statements that completion of the proposed transaction is subject to TSX Venture Exchange acceptance and, where applicable, shareholder approval. It notes that the transaction cannot close until required approvals are obtained and that there can be no assurance that the transaction will be completed as proposed or at all. The release also states that trading in the securities of the company should be considered highly speculative and that the TSX Venture Exchange has not passed upon the merits of the proposed transaction.
Brigadier Gold’s news releases regarding Nemaska2 also contain forward‑looking information cautioning that statements about planned exploration programs, potential drill campaigns and anticipated results are subject to risks and uncertainties. They emphasize that such statements are not guarantees of future performance and may differ from actual outcomes.
Summary of business focus based on available information
Based on the provided sources, Total Metals Corp is described as the future name of the resulting issuer following a proposed reverse takeover of Pace Metals by Compton Mining. The resulting issuer is expected to continue Compton’s business, which is characterized in the news release as a resource‑focused enterprise but is not further detailed in the supplied text. Separately, Brigadier Gold Limited, which has used the BGADF symbol in the OTC PINK market, focuses on mineral exploration activities at the Nemaska2 Lithium Project in northern Quebec, targeting lithium‑bearing pegmatite mineralization.
Because the available information is limited to news releases, and no SEC filings are provided, details such as the precise corporate structure of Total Metals Corp after completion of the transaction, the full scope of Compton Mining’s assets, and the current status of the BGADF symbol cannot be confirmed beyond what is stated in those releases.
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No SEC filings available for Pace Metals.