Britannia Mining Solutions Completes Go-Public Transaction

On December 2, 2025, Britannia Mining Solutions Inc. and 1317220 B.C. Ltd. announced the completion of a significant go-public transaction. This deal, which involves a reverse takeover of 131 BC by Britannia, is set to lead to the listing of the combined entity on the TSX Venture Exchange (TSXV).

The agreement, dated April 29, 2025, includes a business combination with 16796788 Canada Ltd., a wholly owned subsidiary of 131 BC. Upon closing, 131 BC will be renamed Paragon Advanced Labs Inc., and its common shares will be listed under the symbol “PALS.”

Details of the Proposed Transaction

The proposed transaction will see 131 BC acquire all outstanding shares of Britannia in exchange for shares of 131 BC. This will occur through a “three-cornered” amalgamation under the Canada Business Corporations Act, resulting in Britannia becoming a wholly owned subsidiary of the new entity.

Before the effective time of the transaction, 131 BC will consolidate its share structure at a ratio of 6.7812 pre-Consolidation shares for one post-Consolidation share. Shareholders of Britannia will receive ten Resulting Issuer Shares for each share they hold, valued at a deemed price of $1.75 per share.

Additionally, holders of any incentive stock options and common share purchase warrants will see adjustments, while convertible debentures will automatically convert into Resulting Issuer Shares.

Regulatory Approval and Next Steps

On November 27, 2025, the TSXV granted conditional approval for the listing of the Resulting Issuer Shares. The final approval will hinge on 131 BC meeting specific conditions required by the exchange. If all goes as planned, trading is expected to commence in December 2025.

Shareholders of 131 BC voted unanimously on April 29, 2025, to authorize several corporate matters related to the Resulting Issuer. This included approving the name change, the consolidation, and appointing directors for the Resulting Issuer.

Leadership Team of the Resulting Issuer

Upon completion of the transaction, the board of directors for the Resulting Issuer is anticipated to include:

• Peter Shippen – Chief Executive Officer and Secretary
• Sarah Zilik – Chief Financial Officer
• Jason Mayer – Director
• Ian Ball – Director
• Simon Grayson – Director

Peter Shippen brings over 22 years of experience in capital markets, previously serving as CEO of Britannia Life Sciences Inc. and a senior executive at Purpose Investments. Sarah Zilik, with over two decades in finance and administration, has held senior positions across various sectors, including public companies.

Jason Mayer has a wealth of experience as a portfolio manager, while Ian Ball has held executive roles in the mining industry. Simon Grayson is the CEO of Velocity Trade Holdings Ltd., a global financial services firm.

About the Companies

Britannia, founded in 2022, focuses on innovative analytical technologies for the global mining industry. The company aims to deploy the largest fleet of PhotonAssayTM machines by the end of Q1 2027 to enhance mineral analysis efficiency.

131 BC is a reporting issuer in British Columbia and Alberta, though its securities are not publicly traded. More information can be found on its SEDAR+ profile.

This transaction marks a significant step for both companies, aligning their strengths and positioning them for future growth in the mining sector.