Britannia Mining Solutions and 131 BC Set for TSX Venture Listing

On December 2, 2025, Britannia Mining Solutions Inc. and 1317220 B.C. Ltd. announced a significant business combination agreement that will facilitate a reverse takeover of 131 BC by Britannia. This transaction, outlined in a business combination agreement dated April 29, 2025, aims to position the combined entity for a public listing on the TSX Venture Exchange (TSXV).

The proposed transaction, referred to as the “Proposed Transaction,” is poised to transform 131 BC into the “Resulting Issuer” following the completion of the agreement. The common shares of the Resulting Issuer are planned for listing on the TSXV, contingent upon meeting final regulatory approvals and customary conditions associated with such transactions. Both companies anticipate that the Proposed Transaction will close in December 2025, although there are no assurances regarding its completion on the proposed terms.

Details of the Proposed Transaction

As part of the Proposed Transaction, 131 BC will acquire all outstanding shares of Britannia, exchanging them for shares of 131 BC. This will occur through a “three-cornered” amalgamation involving Britannia, 131 BC, and 16796788 Canada Ltd., a wholly owned subsidiary of 131 BC.

Prior to the effective time of the transaction, 131 BC will undergo a consolidation process, merging all issued shares at a ratio of 6.7812 pre-consolidation shares for one post-consolidation share. The company will also change its name to Paragon Advanced Labs Inc.. Shareholders of Britannia will receive ten Resulting Issuer shares for each Britannia share held, valued at a deemed price of $1.75 per Resulting Issuer share.

Additionally, the transaction will involve adjustments to any outstanding incentive stock options and common share purchase warrants of Britannia, as well as the automatic conversion of Britannia’s convertible debentures into Resulting Issuer shares.

Conditional Approval and Future Steps

On November 27, 2025, the Resulting Issuer received conditional approval from the TSXV for the listing of its shares. Final approval depends on the Resulting Issuer’s ability to meet specific conditions set by the TSXV. Once finalized, trading of the Resulting Issuer shares is expected to commence in December 2025 under the trading symbol “PALS.”

Shareholders of 131 BC previously authorized a written resolution on April 29, 2025, with 100% approval of the proposed corporate matters, including the name change and consolidation. This resolution also included the appointment of directors for the Resulting Issuer, comprising Peter Shippen, Jason Mayer, Ian Ball, and Simon Grayson, and the adoption of an omnibus equity incentive plan.

Upon completion of the Proposed Transaction, Peter Shippen is expected to serve as the Chief Executive Officer and Secretary, while Sarah Zilik will take on the role of Chief Financial Officer. Shippen brings over 22 years of experience, including roles in capital markets and as CEO of Britannia Life Sciences Inc., while Zilik has extensive expertise in finance and administration.

This merger is particularly noteworthy as it aims to enhance Britannia’s position in the global mining industry through innovative analytical technologies, including the deployment of the PhotonAssayTM machines. By the end of the first quarter of 2027, Britannia plans to operate the largest fleet of these machines globally, which are designed to provide faster and more accurate mineral analysis for mining operators.

In summary, the Proposed Transaction marks a pivotal moment for Britannia Mining Solutions and 131 BC as they seek to leverage their combined strengths in the mining sector and enhance shareholder value through a public listing on the TSXV.