Logica Ventures receives conditional TSX-V OK for QT

Executive Summary

• Logica Ventures Corp. received conditional approval from the TSX Venture Exchange for its qualifying transaction (amalgamation) with BBG Metals Corp.
• BBG Metals Corp. has closed a concurrent non-brokered private placement equity financing, raising $1.8 million in gross proceeds.
• Upon completion of the transaction, expected on or about October 24, 2025, the combined entity will operate as Galactic Gold Corp. (GGAU) under the TSX Venture Exchange.

Key Details

• Transaction Structure: Logica Ventures Corp. is undergoing a qualifying transaction (amalgamation) with BBG Metals Corp. pursuant to TSX Venture Exchange Policy 2.4 (Capital Pool Companies).
• New Entity: The combined entity will continue the business of BBG Metals under the name Galactic Gold Corp.
• Ticker Symbol: The new entity will trade under the symbol GGAU as a Tier 2 mining issuer.
• Closing Date: Expected on or about October 24, 2025, subject to regulatory approvals and customary closing conditions.
• Financing Details:
  • Type: Non-brokered private placement equity financing.
  • Gross Proceeds: $1.8 million.
  • Units Issued: 18 million subscription receipts.
  • Subscription Receipt Terms: Each receipt entitles the holder to one common share of BBG Metals upon satisfaction of escrow release conditions. These shares will be exchanged for post-consolidation common shares of Logica.
  • Escrow Conditions: Proceeds are held in escrow. If conditions are not satisfied by November 14, 2025, funds will be returned to holders and receipts cancelled.
• Finder’s Fees: Aggregate cash fees of $62,085 paid to arm's-length finders:
  • Canaccord Genuity Corp.: $17,550
  • Haywood Securities Inc.: $8,100
  • Ventum Financial Corp.: $33,810
  • Red Cloud Securities Inc.: $2,625
• Post-Transaction Share Count: Up to 49,382,778 resulting issuer shares expected to be outstanding, including the 18 million shares from the concurrent financing.
• Trading Status: Resulting shares from the concurrent financing will be free trading upon completion, issued in reliance on the business combination and reorganization exemption under National Instrument 45-106.

Notable Quotes

• None provided in the text.