- 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.
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 …
