Britannia Mining Solutions and 1317220 B.C. Ltd. Announce Go-Public Transaction and Receipt of Conditional Approval of TSX Venture Exchange
Toronto, Ontario--(Newsfile Corp. - December 2, 2025) - 1317220 B.C. Ltd. ("131 BC") and Britannia Mining Solutions Inc. (the "Company" or "Britannia"), are pleased to announce that, Britannia, 131 BC and 16796788 Canada Ltd., a wholly owned subsidiary of 131 BC ("Subco"), entered into a business combination agreement dated April 29, 2025 (the "Agreement") in connection with a proposed business combination transaction that will, among other things, result in the "reverse takeover" of 131 BC by Britannia (the "Proposed Transaction"). In this news release, references to "Resulting Issuer" are to 131 BC after the closing of the Proposed Transaction. Upon the completion of the Proposed Transaction, the common shares of the Resulting Issuer (the "Resulting Issuer Shares") plan to be listed on the TSX Venture Exchange ("TSXV"). The Proposed Transaction, including the listing of the Resulting Issuer Shares, remains subject to the final regulatory approval of TSXV and the satisfaction or waiver of various conditions that are customary for a transaction of this nature.
Subject to satisfaction or waiver of the conditions precedent referred to herein and, in the Agreement, Britannia and 131 BC anticipate that the Proposed Transaction will be completed in December 2025. There is no assurance that the Proposed Transaction will be completed on the terms proposed herein or at all.
Britannia and 131 BC are arm's length parties to each other and, accordingly, the Proposed Transaction is not a related party transaction within the meaning of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.
The Proposed Transaction
The Proposed Transaction will result in 131 BC acquiring all of the issued and outstanding shares of Britannia ("Britannia Shares") in exchange for the issuance of shares of 131 BC ("131 Shares") by way of a "three-cornered" amalgamation under the Canada Business Corporations Act involving Britannia, 131 BC and Subco. The entity resulting from the amalgamation of Britannia and Subco will become a wholly-owned subsidiary of the Resulting Issuer.
Prior to the effective time of the Proposed Transaction (the "Effective Time") 131 BC has: (i) consolidated (the "Consolidation") all issued and outstanding 131 Shares at a ratio of 6.7812 pre-Consolidation 131 Shares for one post-Consolidation 131 Share; and (ii) changed its name to "Paragon Advanced Labs Inc." (the "Name Change").
As consideration for the acquisition of their Britannia Shares, holders of Britannia Shares will receive ten (10) Resulting Issuer Shares (being 131 Shares after giving effect to the Name Change and Consolidation) for each Britannia Share held (the "Exchange Ratio") immediately prior to the Effective Time at a deemed price of $1.75 per Resulting Issuer Share.
In addition, pursuant to the Proposed Transaction (i) any incentive stock options and common share purchase warrants of Britannia outstanding immediately prior to the Effective Time shall be adjusted, and (ii) any convertible debentures of Britannia (the "Britannia Convertible Debentures") will, at the Effective Time, be automatically exchanged for Resulting Issuer Shares, in each case, in accordance with their respective terms and in giving effect to the Exchange Ratio.
Conditional Approval of TSXV
On November 27, 2025, the Resulting Issuer received the conditional approval of TSXV to list the Resulting Issuer Shares on TSXV pursuant to the Proposed Transaction. Final approval of TSXV is subject to the Resulting Issuer meeting certain conditions required by TSXV. Upon receipt of the final approval of TSXV, the Resulting Issuer Shares are expected to commence trading on TSXV under the symbol "PALS", which is expected to occur in December 2025.
Approval of Corporate Matters by 131 BC Shareholders
On April 29, 2025, 131 BC completed a written resolution amongst their shareholders. A total of 3,875,000 pre-Consolidation 131 Shares were represented in the written resolution, representing 100% of the issued and outstanding pre-Consolidation 131 Shares.
The principal purpose of the 131 BC written resolution was to authorize and approve various corporate matters relevant to the Resulting Issuer, including:
the approval of the Name Change;
the approval of the Consolidation;
the appointment of Peter Shippen, Jason Mayer, Ian Ball and Simon Grayson as directors of the Resulting Issuer upon the closing of the Proposed Transaction;
the adoption of the omnibus equity incentive plan of the Resulting Issuer (the "Compensation Plan") upon the closing of the Proposed Transaction; and
the appointment of Zeifmans LLP as auditors of the Resulting Issuer.
Each of the above matters were approved by 100% of the 131 BC shareholders.
Resulting Issuer Directors and Officers
Upon completion of the Proposed Transaction, it is anticipated that the board of directors of the Resulting Issuer will consist of four directors: Peter Shippen, Jason Mayer, Ian Ball and Simon Grayson. It is anticipated that the senior management of the Resulting Issuer will be as follows: Peter Shippen as Chief Executive Officer and Secretary and Sarah Zilik as Chief Financial Officer.
Peter Shippen - Chief Executive Officer, Secretary and Director
Peter Shippen is an entrepreneur, investor, and capital markets professional with 22 years of experience. Mr. Shippen is the Chief Executive Officer of CSE listed Britannia Life Sciences Inc., and formerly, a senior executive at Purpose Investments, following Purpose's acquisition of Redwood Asset Management. Mr. Shippen was President and CEO of Redwood until its amalgamation with Purpose in March 2018. Prior to founding Ark Fund Management in 2007, Mr. Shippen worked in investment research roles at BMO Nesbitt Burns and TD Waterhouse Canada Inc.
Mr. Shippen serves on the Board of Directors of Britannia Life Sciences Inc., and is Chairman of Canadian Gold Corp. He holds a CFA designation, a CAIA designation and earned a BA in Economics from Wilfrid Laurier University.
Sarah Zilik - Chief Financial Officer
Sarah Zilik is a talented finance professional with over 20 years of experience focused on finance and administration, legal, human resources and corporate structuring. Ms. Zilik is currently the Chief Financial Officer of CSE listed Britannia Life Sciences Inc., and formerly was CFO of global produce distributor. Throughout her career, Ms. Zilik has held a variety of senior finance roles across private equity, SMEs, and large public companies within the CPG, retail and healthcare sectors.
Ms. Zilik earned a BBA from Wilfred Laurier University and holds both CPA and CA designations.
Jason Mayer, Director
Jason Mayer is a Managing Partner at CFT Financial and serves as a consultant to the Ninepoint Partners LP flow-through funds. Previously, he was a Portfolio Manager at Sprott Asset Management LP from 2012 to 2025, where he acted as lead portfolio manager for a number of resource-focused investment funds. Mr. Mayer has over 22 years of investment industry experience, specializing in the structuring of flow-through investment vehicles and the management of portfolios focused on growth-oriented resource equities.
He holds an MBA from the Schulich School of Business (York University) and is a Chartered Financial Analyst (CFA) charterholder.
Ian Ball, Director
Ian Ball has spent the majority of his professional career in the mining and natural resource sector. In executive roles he has been involved in companies focused on gold and silver exploration and development in North and South America as well as royalty businesses. Mr. Ball is the Executive Vice Chairman of McEwen Inc., a gold, silver, and copper mining company listed on the NYSE and TSX. Previously, Mr. Ball served as the President and CEO of Abitibi Royalties, Inc. a Toronto-listed gold royalty company. Mr. Ball joined Abitibi in 2014 and served as an officer and director until 2021 when the company was acquired for $250 million. Prior to his tenure at Abitibi, Ian served as McEwen Mining Inc's President.
Simon Grayson, Director
Simon Grayson is the Co-founder, Chief Executive Officer, and Chairman of the Board of Velocity Trade Holdings Ltd., a global financial services firm headquartered in Toronto with operations across Canada, the United Kingdom, Europe, Australia, South Africa, Asia, and the Middle East. Since founding the company in 2008, Mr. Grayson has led its international expansion and strategic growth. Mr. Grayson also serves as CEO and Ultimate Designated Person (UDP) of Velocity Trade Capital, a CIRO-regulated dealer and wholly owned subsidiary of Velocity Trade Holdings Ltd. Prior to his time at Velocity Trade Holdings Ltd., Mr. Grayson was the Founder and CEO of Shorcan Index, a Toronto-based financial services company.
Mr. Grayson holds a Bachelor's degree in Economics and International Relations from the University of Reading, United Kingdom.
Information About Britannia
Britannia, since its founding in 2022, has been supported by a group of mining investors and advisors. Britannia is a provider of innovative analytical technologies to the global mining industry. Britannia intends to deploy the largest commercially available fleet of PhotonAssay™ machines globally by the end of Q1 2027, addressing global bottlenecks in mining assays through PhotonAssay™ technology. The Company's deployment of PhotonAssay™ assaying technology and other complementary analytical tools intend to provide faster, more accurate, and more cost-effective mineral analysis to mining operators. Britannia is deploying a total of 12 PhotonAssay™ units, the first two of which have been installed and are currently operating at labs in Hamilton, Ontario, and in the Greater Vancouver Area. A third PhotonAssay™ machine is currently being installed at the Company's geochemical laboratory in Sparks, Nevada.
About 131 BC
131 BC is a reporting issuer in British Columbia and Alberta. None of its securities are listed or posted for trading on any stock exchange and no public market exists for any securities of 131 BC. Additional information on 131 BC can be found by reviewing its profile on SEDAR+ (www.sedarplus.ca).
About 16796788 Canada Ltd.
Subco is a private company incorporated under the Canada Business Corporations Act on March 3, 2025 for the purpose of completing the Proposed Transaction.
Further Information:
1317220 B.C. Ltd.
James Ward
Chief Executive Officer, Chief Financial Officer and Director
Email: james@wardfinancial.ca
Britannia Mining Solutions Inc.
Peter Shippen
Chief Executive Officer and Director
Email: peter@britannia.life
Cautionary Note Regarding Forward-Looking Information
This news release contains statements which constitute "forward-looking information" within the meaning of applicable securities laws, including statements regarding the plans, intentions, beliefs and current expectations of 131 BC and Britannia with respect to future business activities and operating performance. Forward-looking information is often identified by the words "may", "would", "could", "should", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" or similar expressions and includes information regarding whether the Proposed Transaction will be consummated on the terms outlined herein (or at all), including whether conditions to the consummation of the Proposed Transaction will be satisfied, the timing for completing the Proposed Transaction, or the ability and timing for the listing of the Resulting Issuer Shares on the TSXV.
Readers are cautioned that forward-looking information is not based on historical facts but instead reflects management of 131 BC and Britannia's expectations, estimates or projections concerning future results or events based on the opinions, assumptions and estimates of management considered reasonable at the date the statements are made. Although 131 BC and Britannia believe that the expectations reflected in such forward-looking information are reasonable, such information involves risks and uncertainties that may cause actual results to differ materially from those expressed or implied in these forward-looking statements, and undue reliance should not be placed on such information, as unknown or unpredictable factors could have material adverse effects on future results, performance or achievements of the Resulting Issuer. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the ability to consummate the Proposed Transaction on the terms and timing contemplated (or at all); the ability to obtain requisite regulatory and other approvals and the satisfaction of other conditions to the Proposed Transaction, including but not limited to approval of TSXV to list the Resulting Issuer Shares; the potential impact of the announcement or consummation of the Proposed Transaction, including with regulatory bodies, employees, suppliers, customers and competitors; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; compliance with extensive government regulation; and the diversion of management time on the Proposed Transaction. The statements in this news release are made as of the date of this release. This forward-looking information may be affected by risks and uncertainties in the business of 131 BC and Britannia and market conditions. Additional information, including risks relating to the Proposed Transaction as well as risks facing 131 BC, Britannia and the Resulting Issuer will be outlined in the listing statement prepared in connection with the Proposed Transaction.
Although 131 BC, Britannia and the Resulting Issuer have attempted to identify important risks, uncertainties and factors which could cause actual results to differ materially, there may be others that cause results not to be as anticipated, estimated or intended. 131 BC, Britannia and the Resulting Issuer disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by applicable law.
Investors are cautioned that, except as disclosed in the listing statement 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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States or any other jurisdiction. No securities may be offered or sold in the United States or any other jurisdiction in which such offer or sale would be unlawful. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities, in any jurisdiction in which such offer, solicitation or sale would be unlawful.
Neither the TSXV nor its Regulation Services Provider (as the term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this news release.
Not for distribution to United States newswire services or for dissemination in the United States.
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