Paragon Advanced Labs Inc. Completes Go-Public Transaction

Toronto, Ontario–(Newsfile Corp. – December 9, 2025) – Paragon Advanced Labs Inc. (the “Corporation“) is pleased to announce the closing of the previously announced reverse takeover transaction (the “Transaction“) of 1317220 B.C. Ltd. (“131 BC“) by Britannia Mining Solutions Inc. (“Britannia“).

The Transaction was completed by way of a three-cornered amalgamation of 131 BC and a newly-incorporated subsidiary of 131 BC (“Subco“), now a wholly-owned subsidiary of the Corporation. The shares of the Corporation (the “Resulting Issuer Shares“) are expected to commence trading on the TSX Venture Exchange (the “Exchange“)

Transaction Particulars

On December 9, 2025, 131 BC and Britannia completed the Transaction contemplated under the business combination agreement among 131 BC, Britannia and Subco dated April 29, 2025 (the “Business Combination Agreement“) resulting in the launch of the Corporation.

Pursuant to the terms of the Business Combination Agreement, in connection with the Transaction, among other things:

• the common shares of 131 BC (the “131 Shares“) outstanding immediately prior to the effective time of the Transaction were consolidated (the “Consolidation“) at a ratio of 6.7812 pre-Consolidation 131 Shares for one post-Consolidation Resulting Issuer Share;

• the Corporation changed its name to “Paragon Advanced Labs Inc.” (the “Name Change“) and reconstituted its board of directors and management as described below; and

• the shareholders of Britannia received the Resulting Issuer Shares at an exchange ratio of one common share of Britannia for ten Resulting Issuer Shares (the “Exchange Ratio“), at a deemed price of $1.75 per Resulting Issuer Share.

In connection with the Transaction, (i) the incentive stock options and common share purchase warrants of Britannia outstanding immediately prior to the closing of the Transaction were adjusted, and (ii) the convertible debentures of Britannia were automatically exchanged for Resulting Issuer Shares, in each case, in accordance with their respective terms and after giving effect to the Exchange Ratio.

Exchange Approval

On November 27, 2025, the Corporation received conditional approval of the Exchange to list the Resulting Issuer Shares on the Exchange. It is expected that the final approval of the Exchange will be obtained on or about December 9, 2025, after the Corporation has fulfilled certain customary listing conditions required by the Exchange. Upon receipt of the final approval of the Exchange, the Corporation will be listed on the Exchange as an “Industrial Technology Life Sciences, Tier 2” issuer.

Shareholder Approval

Shareholders of 131 BC approved the Transaction and ancillary corporate matters (including, the Consolidation, Name Change, change in auditors, board reconstitution and adoption of a new omnibus equity incentive plan) via written resolution on April 29, 2025. In addition, shareholders of Britannia approved the amalgamation with Subco, as part of the Transaction, at an annual and special meeting of Britannia shareholders held on June 27, 2025.

Board and Management Reconstitution

Effective upon closing of the Transaction:

• the board of directors of the Corporation was reconstituted to consist of Ian Ball, Jason Mayer, Simon Grayson and Peter Shippen; and

• the management of the Corporation was reconstituted to consist of Peter Shippen (Chief Executive Officer and Secretary) and Sarah Zilik (Chief Financial Officer).

Detailed biographies of the Corporation’s directors and officers are included in the listing application dated November 28, 2025 (the “Listing Application“), which is available electronically on SEDAR+ (www.sedarplus.ca) under the Corporation’s issuer profile.

Required Early Warning Report Disclosure

Following the Transaction, 11195581 Canada Inc., a subsidiary of McEwen Inc. (“McEwen“), holds beneficial ownership and control over 8,742,880 Resulting Issuer Shares, representing approximately 27.32% of the issued and outstanding Resulting Issuer Shares. Prior to the completion of the Transaction, McEwen did not hold any securities of the Corporation (formerly, 131 BC). An early warning report will be filed by McEwen in respect of the Corporation with the applicable Canadian securities regulatory authorities and will be available on SEDAR+ (www.sedarplus.ca) under the Corporation’s issuer profile. To obtain copies of the early warning report filed by McEwen, please contact Mihaela Iancu at 1-800-441-0690 (toll free) or (647)-258-0395x.320.

The Resulting Issuer Shares were acquired by McEwen for investment purposes. Depending on market conditions and other factors, McEwen may, from time to time, acquire additional Resulting Issuer Shares or other securities of the Corporation or dispose of some or all of the securities in the Corporation that it owns at such time.

Other Corporate Updates

In connection with the completion of the Transaction:

• the Corporation adopted the omnibus equity incentive plan;

• Zeifmans LLP has been appointed as the auditor of the Corporation;

• an aggregate 9,301,030 Resulting Issuer Shares held by Principals (as defined under the policies of the Exchange) of the Corporation will be held in escrow and released in accordance with the policies of the Exchange, in addition to 648,310 Resulting Issuer Shares being held in escrow pursuant to SSRR (as defined under the policies of the Exchange) restrictions, for a total aggregate of 9,949,340 Resulting Issuer Shares held in escrow; and

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• the total number of issued and outstanding Resulting Issuer Shares on a non-diluted basis will be 32,001,262.

The new CUSIP number for the Resulting Issuer Shares is 699130100. The transfer agent of the Corporation continues to be Odyssey Trust Company.

About Paragon Advanced Labs Inc.

The Corporation is a provider of innovative analytical technologies to the global mining industry. The Corporation 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 Corporation’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. The Corporation 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 Corporation’s geochemical laboratory in Sparks, Nevada.

ON BEHALF OF THE BOARD OF DIRECTORS OF PARAGON ADVANCED LABS INC.

Peter Shippen
Chief Executive Officer and Director
Paragon Advanced Labs Inc.

Forward-looking Statements

Certain statements contained in this news release may be deemed “forward‐looking statements” within the meaning of applicable Canadian securities laws. These forward‐looking statements, by their nature, require the Corporation to make certain assumptions and necessarily involve known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied in these forward‐looking statements. Forward‐looking statements are not guarantees of performance. Words such as “may”, “will”, “would”, “could”, “expect”, “believe”, “plan”, “anticipate”, “intend”, “estimate”, “continue”, or the negative or comparable terminology, as well as terms usually used in the future and the conditional, are intended to identify forward‐looking statements. Among the key factors that could cause actual results to differ materially from those projected in the forward-looking information are the following: the uncertainty surrounding the anticipated date for the Resulting Issuer Shares to commence trading on the Exchange; the uncertainty surrounding the anticipated receipt of final approval of the Exchange; changes in general economic, business and political conditions, including changes in the financial markets; changes in applicable laws; and compliance with extensive government regulation. The Corporation considers its assumptions to be reasonable based on information currently available but cautions the reader that its assumptions regarding future events, many of which are beyond the control of the Corporation, may ultimately prove to be incorrect since they are subject to risks and uncertainties that affect the Corporation and its businesses. 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 the Corporation and market conditions. Additional information, including risks relating to the Transaction as well as risks facing the Corporation, are outlined in the Listing Application prepared in connection with the Transaction.

Although the Corporation has 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. The Corporation 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 Application that was prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.

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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/277448

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