Calgary, Alberta--(Newsfile Corp. - November 7, 2025) - 1317220 B.C. Ltd. ("131"), 16796788 Canada Ltd. ("Subco") and Britannia Mining Solutions Inc. ("Britannia") are pleased to announce that further to the non-binding letter of intent dated January 22, 2025, 131, Subco and Britannia have entered into a definitive business combination agreement dated April 29, 2025 (the "Business Combination Agreement") in connection with a proposed business combination transaction (the "Proposed Transaction") between 131, Subco and Britannia, which is to occur by way of a three-cornered amalgamation and will result in the reverse takeover of 131 by Britannia and the listing of the resulting entity (the "Resulting Issuer") on the TSX Venture Exchange (the "Exchange"). In connection with the Proposed Transaction, Britannia and Subco will amalgamate pursuant to the provisions of the CBCA and will become a wholly owned subsidiary of the Resulting Issuer ("Amalco"), which will hold all of the assets and continue the business of Britannia and the Resulting Issuer will change its name to "Paragon Advanced Labs Inc." or such other name as may be determined by 131 and Britannia (the "Name Change").
In connection with the Proposed Transaction, 131 and Britannia entered into an agency agreement (the "Agency Agreement"), with Clarus Securities Inc. and Cormark Securities Inc. (collectively, the "Agents"). On April 30, 2025 (the "Closing Date"), and as a condition of the Proposed Transaction, Britannia completed a brokered private placement of 542,921 common shares of Britannia (the "Common Shares") at an issue price of CAD $17.50 per Common Share for aggregate gross proceeds of CAD $9,501,117.50 (the "Concurrent Financing"). Simultaneously with the Concurrent Financing, Britannia received proceeds of $500,010 for securities that will be exercisable for Resulting Issuer Shares upon completion of the Proposed Transaction (together with the Concurrent Financing, the "Offering").
Copies of the Business Combination Agreement and Agency Agreement are available for review under 131's profile at www.sedarplus.ca.
Summary of the Proposed Transaction
The Business Combination Agreement provides for, among other things, a three-cornered amalgamation pursuant to which: (a) Subject to approval by the Exchange, Britannia and Subco will amalgamate (the "Amalgamation") and continue as Amalco; (b) upon closing of the Amalgamation, each holder of Britannia shares will receive ten non-assessable free trading Resulting Issuer shares (the "Resulting Issuer Shares") of the Resulting Issuer for every one Britannia common share, resulting in an effective issue price of CAD $1.75 per Resulting Issuer Share, and all Britannia shares will be cancelled; (c) one Amalco share will be issued to 131 for the issuance of Resulting Issuer Shares on a basis of one Amalco Share for each Resulting Issuer Share issued to the previous holders of Britannia shares; (d) all Subco shares outstanding prior to the Amalgamation will be cancelled in consideration, Amalco will issue one Amalco share to 131; (e) Amalco will be a wholly owned subsidiary of 131.
In connection with the Proposed Transaction, on June 27, 2025, Britannia held an annual general and special meeting of its shareholders and obtained, among other things, the requisite shareholder approval in respect of the Amalgamation. The completion of the Proposed Transaction is subject to, among others, certain conditions, including (i) the consolidation of the issued and outstanding shares of 131 on the basis of one post-consolidation share for 6.7812 pre-consolidation shares, (ii) the completion of the Name Change, (iii) obtaining the requisite shareholder approval of 131 in respect of certain ancillary corporate changes (including, the adoption of a new stock option plan, the election of directors of the Resulting Issuer board following the closing time), and (iv) the Resulting Issuer Shares having been conditionally approved on any recognized stock exchange.
Summary of the Offering
Britannia and 131 completed the Offering on the Closing Date for total aggregate proceeds sold to subscribers in the amount of CAD $10,001,127.50. Pursuant to the Agency Agreement, the Agents were (i) paid a cash commission equal to six percent of the gross proceeds from the sale of the Common Shares (the "Agent's Commission"); and (ii) issued broker warrants ("Broker Warrants") to purchase six percent of the number of Common Shares sold pursuant to the Offering, with each Broker Warrant exercisable to acquire one Common Share at a price of $17.50 per Common Share, for a period of twenty-four months from the Closing Date. Immediately after giving effect to the Amalgamation, the Broker Warrants are to be adjusted such that each Broker Warrant shall entitle the holder to acquire, on the same terms and conditions as were applicable to such Broker Warrants immediately after the Amalgamation, ten Resulting Issuer Shares for every one Common Share subject to such Broker Warrants, at an exercise price of $1.75 per Resulting Issuer Share.
Britannia used the aggregate gross proceeds of the Offering to:
- expanding Britannia's laboratories featuring PhotonAssayTM technology, in key international markets, to facilitate advanced mineral analysis for mining operators globally;
- establishing fixed and mobile sample prep locations to capture more of the value chain by providing mining operators with end-to-end solutions;
- developing and deploying new technologies and data solutions including core scanning, an improved laboratory information management system (LIMS), and sample tracking;
- enhancing sales and marketing resources to accelerate new client acquisition and develop long-term strategic partnerships with mining companies; and
- other general corporate purposes.
About Britannia Mining Solutions Inc.
Britannia was incorporated under the Canada Business Corporations Act on February 18, 2022. Britannia is a provider of innovative analytical technologies to the global mining industry.
Additional Information
Additional information concerning the Proposed Transaction, Offering, 131, Britannia and the Resulting Issuer will be provided in subsequent news releases and in 131's listing application to be filed in connection with the Proposed Transaction, which will be available under 131's SEDAR profile at www.sedarplus.ca.
None of the securities to be issued in the Offering or to be issued pursuant to the Proposed Transaction have been or will be registered under the United States Securities Act of 1933, as amended, or any state securities laws, and any securities issued pursuant thereto will be issued in reliance upon available exemptions from such registration requirements. This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
About 1317220 B.C. Ltd.
131 was incorporated in the province of British Columbia on July 27, 2021. 131 is a reporting issuer but does not trade on a stock exchange. The principal business of 131 is to identify and evaluate assets or businesses with a view to potentially acquire them or an interest therein by completing a purchase transaction, by exercising of an option or by any concomitant transaction.
For further information:
1317220 B.C. Ltd.
James Ward, Chief Executive Officer
Phone: (416) 897-2359
Email: james@wardfinancial.ca
Britannia Mining Solutions Inc.
Peter Shippen, Chief Executive Officer
Phone: (775) 433-1181
Email: info@paragongeochem.com
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Proposed Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and obtaining all required shareholder approvals. There can be no assurance that the Proposed Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the listing application to be prepared in connection with the Proposed Transaction, any information released or received with respect to the Proposed Transaction may not be accurate or complete and should not be relied upon.
The Exchange has in no way passed upon the merits of the Proposed Transaction and has neither approved nor disapproved the contents of this news release.
All information contained in this news release with respect to 131, Britannia, and the Resulting Issuer was supplied by the parties, respectively, for inclusion herein, and 131 and its directors and officers have relied on Britannia for any information concerning such party.
Forward-Looking Statements
This news release contains "forward-looking information" and "forward-looking statements" (collectively, "forward-looking statements") within the meaning of the applicable Canadian securities legislation. All statements, other than statements of historical fact, are forward-looking statements and are based on expectations, estimates and projections as at the date of this news release. Any statement that involves discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might " or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking statements. In this news release, forward-looking statements relate, among other things, to: (i) the proposal to complete the Proposed Transaction and associated transactions, (ii) statements regarding the terms and conditions of the Proposed Transaction, (iii) the use of proceeds therefrom the business and operations of 131, Britannia and the Resulting Issuer, and (iv) approval of regulatory bodies. Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors which may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include, but are not limited to: general business, economic, competitive, political and social uncertainties; the delay or failure to receive board, shareholder, court or regulatory approvals; the supply and demand for labour and other project inputs; changes in commodity prices; changes in interest and currency exchange rates; risks relating to inaccurate geological and engineering assumptions; risks relating to unanticipated operational difficulties (including failure of equipment or processes to operate in accordance with specifications or expectations, cost escalation, unavailability of materials and equipment, government action or delays in the receipt of government approvals, industrial disturbances or other job action, and unanticipated events related to health, safety and environmental matters); risks relating to adverse weather conditions; political risk and social unrest; changes in general economic conditions or conditions in the financial markets; changes in laws; risks related to the direct and indirect impact of public health emergencies or including, but not limited to, its impact on general economic conditions, and the ability to obtain financing as required; and other risk factors as detailed from time to time. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Except as required by law, 131 and Britannia assume no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change, except as required by law. The statements in this news release are made as of the date of this release.
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To view the source version of this press release, please visit https://www.newsfilecorp.com/release/273721
SOURCE: 1317220 B.C. Ltd.