Britannia Mining Solutions Announces Go Public Transaction, Concurrent $10 Million Equity Financing, Name Change, and Plans to List on Cboe Canada

• Proposed transaction is a reverse takeover transaction with 1317220 B.C. Ltd.
• Concurrent $10 million equity financing brokered by Clarus Securities and Cormark Securities as co-book runners.
• The resulting issuer, to be renamed Paragon Advanced Inc., will apply to list its shares on Cboe Canada.
• Proceeds to support global lab buildout and PhotonAssay™ deployment.

/EIN News/ -- TORONTO, March 10, 2025 (GLOBE NEWSWIRE) -- Britannia Mining Solutions Inc. (the "Company" or "BMS") is pleased to announce that it has entered into a non-binding letter of intent with 1317220 B.C. Ltd. (“1317220 B.C.), effective as of January 22, 2025 (“Letter of Intent”), in respect of a proposed business combination transaction pursuant to which 1317220 B.C. will acquire all of the issued and outstanding securities of the Company by way of a three-cornered amalgamation (the “Proposed Transaction”). In connection with the Proposed Transaction, the Company has engaged Clarus Securities Inc. and Cormark Securities Inc. as co-lead agents and bookrunners, on behalf of a syndicate of agents, to conduct a concurrent equity financing for up to $10 million (the “Concurrent Financing”). The Company resulting from the completion of the Proposed Transaction (the “Resulting Issuer”) will seek to go public by listing its common shares on the Cboe Canada Inc. (“Cboe”) and eventually take advantage of the Cboe’s global listing platform that includes the ability to trade securities in various markets, including the US, UK, Europe, and soon Australia.

Summary of the Proposed Transaction

The Letter of Intent contemplates that BMS and 1317220 B.C. will negotiate and enter into a definitive agreement in respect of the Proposed Transaction on or before March 24, 2025 (the “Definitive Agreement”), pursuant to which it is anticipated that 1317220 B.C. will acquire all of the issued and outstanding common shares of BMS (the “BMS Shares”) and BMS warrants, and shareholders and warrant holders of BMS will receive common shares of 1317220 B.C. (the “1317220 B.C. Shares”) in exchange for their BMS Shares and corresponding warrants of 1317220 B.C. in exchange for their BMS warrants. The Proposed Transaction will be structured as a three-cornered amalgamation.

It is anticipated that the Resulting Issuer will continue the business of BMS under the name Paragon Advanced Inc. (the “Name Change”). The Resulting Issuer will be well positioned to continue its strategy as a disruptor in the multi-billion dollar global mining assay and environmental testing.

Certain 1317220 B.C. Shares to be issued pursuant to the Proposed Transaction are expected to be subject to restrictions on resale or escrow under the policies of Cboe, including the securities to be issued to principals (as defined under Cboe policies), which will be subject to the escrow requirements of the Cboe.

The completion of the Proposed Transaction is subject to a number of terms and conditions, including and without limitation to the following: (i) negotiation and execution of the Definitive Agreement; (ii) there being no material adverse changes in respect of either 1317220 B.C. or BMS; (iii) the parties obtaining all necessary board, shareholder, regulatory, and court approvals consents, and orders, including the conditional approval of the Cboe; (iv) completion of the Name Change and Share Split (as defined below) and any other required corporate changes requested by BMS, acting reasonably; (v) completion of the Concurrent Financing; (vi) completion of a thorough business, legal and financial review by each party of the other party; and (vii) other standard conditions of closing for a transaction of the nature of the Proposed Transaction. There can be no assurance that all of the necessary regulatory and shareholder approvals will be obtained or that all conditions of closing will be met.

Upon completion of the Proposed Transaction, it is anticipated that the Resulting Issuer’s common shares will be listed on the Cboe.

Summary of the Concurrent Financing

In connection with the Proposed Transaction, the Company has entered into an agreement (the “Engagement Letter”) with Clarus Securities Inc. (“Clarus”) and Cormark Securities Inc. (“Cormark” and collectively with Clarus, the “Co-Lead Agents” and “Co-Bookrunners”), on behalf of a syndicate of agents, to act for BMS in regard to a private placement offering (the “Offering”) of common shares (the “Common Shares”) at a price per Common Share of $1.75 (the “Issue Price”), after taking account of a 10 for 1 forward stock split of BMS Shares (“Share Split”), for aggregate gross proceeds of up to $10,000,200. Other than in connection with the Concurrent Financing, neither party will issue any shares or rights exchangeable or exercisable into common shares of such party prior to closing of the Proposed Transaction. The Concurrent Financing is expected to close on or about April 2^nd, 2025. After giving effect to the Proposed Transaction, Concurrent Financing and Share Split, the Resulting Issuer is expected to have approximately 25,562,470 common shares issued and outstanding.

Pursuant to the Engagement Letter, the Agents shall be (i) paid a cash commission (“Agent’s Commission”) equal to six percent (6.0%) of the gross proceeds raised in the Offering; and (ii) issued broker warrants (“Broker Warrants”) equal in number to six percent (6.0%) of the total number of Common Shares sold pursuant to the Concurrent Financing, each Broker Warrant entitling the holder to acquire one Common Share at an exercise price of $1.75 for a period of 24 months following the date of issuance of the escrow release notice. The Agent’s Commission and Broker Warrants shall be payable upon the closing of the Offering.

The Company intends to use the net proceeds of the Offering for:

• Expanding the Company’s network of state-of-the-art laboratories, featuring PhotonAssay^TM 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; and
• Enhancing sales and marketing resources to accelerate new client acquisition and develop long-term strategic partnerships with mining companies.

Peter Shippen, CEO of BMS, commented: “This equity financing is an important milestone in our goal of utilizing advanced analytical technologies to deliver more accurate results in a more timely fashion to mining companies worldwide. The proceeds of the equity financing will allow us to continue to deliver on this goal at our existing North American facilities as well as to grow globally. The proposed public listing on Cboe will enhance our ability to expand our shareholder base and facilitate liquidity for existing shareholders.”

About Britannia Mining Solutions:

Britannia Mining Solutions is a leading provider of innovative analytical technologies to the global mining industry. BMS is deploying what will be the largest commercially available fleet of PhotonAssay™ machines globally by the end of 2025, addressing global bottlenecks in mining assays through a proven and disruptive technology. The Company’s deployment of industry leading PhotonAssay™ assaying technology and other complementary analytical tools will provide faster, more accurate, and more cost-effective mineral analysis to mining operators. BMS is deploying a total of 12 PhotonAssay™ units, the first two of which have been installed and are currently operating in its 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.

BMS was founded as a subsidiary of Britannia Life Sciences Inc. (BLAB: CSX, L020: FSE) and has been supported by a distinguished group of mining investors and advisors. The Company is seeking to list on Cboe Canada through a reverse takeover with 1317220 B.C. LTD., and to complete a name change to Paragon Advanced Inc.

Forward-Looking Statements: This press release contains forward-looking statements regarding the Company’s plans, expectations, and intentions with respect to the Offering, the reverse takeover transaction, and its listing on CBOE Canada. These statements are subject to risks and uncertainties that could cause actual results to differ materially from those anticipated. The Company assumes no obligation to update these forward-looking statements except as required by law.

For more information, please contact:

Peter Shippen, CEO
Britannia Mining Solutions Inc.
Phone: +1 775-433-1181
Email: info@paragongeochem.com
Website: www.paragongeochem.com