Logica Ventures target BBG increases financing to $1.8M

Executive Summary

• Logica Ventures Corp. provides an update on its proposed qualifying transaction (amalgamation) with BBG Metals Corp., which will result in the combined entity operating as "Galactic Gold Corp." and listing on the TSX Venture Exchange.
• The concurrent private placement financing has been upsized from $1.4 million to $1.8 million, with the issuance of subscription receipts increased from 14 million to 18 million units at $0.10 per unit.
• Key management appointments and board changes were announced, including the appointment of Meghan Brown as an independent director and James McDonald as a technical adviser, alongside the existing board structure.

Key Details

• Transaction Structure: Logica Ventures Corp. is acquiring all issued and outstanding securities of BBG Metals Corp. The transaction constitutes a "qualifying transaction" under Policy 2.4, Capital Pool Companies, of the TSX Venture Exchange.
• New Entity: The combined entity will continue the business of BBG Metals and intends to list under the name Galactic Gold Corp. as a Tier 2 mining issuer on the TSX Venture Exchange.
• Financing Upsize:
  • The non-brokered private placement equity financing was upsized due to investor demand.
  • Price: $0.10 per subscription receipt.
  • Quantity: Increased from 14 million to 18 million subscription receipts.
  • Gross Proceeds: Increased from $1.4 million to $1.8 million.
• Escrow and Release Terms:
  • Gross proceeds (less cash finders' fees) are deposited into escrow upon closing.
  • Funds are released upon satisfaction of conditions precedent for the transaction.
  • If conditions are not satisfied by November 14, 2025, funds are returned to subscription receipt holders, and receipts are cancelled.
• Share Structure:
  • Upon completion, up to 49,382,778 resulting issuer shares are expected to be outstanding.
  • This includes up to 18 million shares issued to concurrent financing purchasers.
  • Shares issued in the concurrent financing will be free trading upon completion, relying on the business combination and reorganization exemption under National Instrument 45-106.
• Board of Directors (Resulting Issuer):
  • Kenneth Berry: Director, President, and CEO (Former CEO of Northern Vertex Mining Corp., Chairman of Kootenay Silver Inc.).
  • Tiziano Romagnoli: Director and VP, Corporate Development (Former head of BMO Nesbitt Burns in Geneva).
  • Rajwant Kang: Director, CFO, and Corporate Secretary (Founder of RSK Management Consulting Inc.).
  • Meghan Brown: Director (Appointed as additional independent director; VP of Investor Relations for Artemis Gold).
  • Tom Martin: Director (Adviser with Prospector Metals).
• Technical Adviser:
  • James McDonald: Appointed as technical adviser. He is a Qualified Person under NI 43-101, CEO/Director of Kootenay Silver, and former President of Genco Resources.

Notable Quotes

• No direct quotes from the CEO or President were included in the provided text.