Mr. Clayton Fisher reports

LOGICA VENTURES CORP. ENTERS INTO AMALGAMATION AGREEMENT WITH BBG METALS CORP.

Logica Ventures Corp. has entered into an amalgamation agreement with BBG Metals Corp. and 1359646 B.C. Ltd. (Subco), a wholly owned subsidiary of Logica, dated June 4, 2025, pursuant to which the company proposes to acquire all of the issued and outstanding securities of BBG Metals by way of a three-corner amalgamation under the Business Corporations Act (British Columbia). Upon completion of the transaction, the combined entity will continue the business of BBG Metals and intends to list as a Tier 2 mining issuer on the TSX Venture Exchange. The transaction will constitute the qualifying transaction of Logica, as such a term is defined in Policy 2.4 (Capital Pool Companies) of the exchange. The transaction is at arm's length.

About BBG Metals Corp.

BBG is a private B.C. mineral exploration company focused on the acquisition and exploration of mineral properties. BBG holds a 100-per-cent undivided interest in the Hardrock West project located in the Thunder Bay mining division, Ontario. The property includes 58 contiguous mineral claims. The mineral claim border is on strike with the world-class Hardrock deposit of Equinox Gold's Greenstone mine.

In addition to exploration work conducted by BBG on the property, BBG has also compiled publicly available information on the property that is generated from Laurentian University's metal earth program, a $104-million applied research and development program aimed at understanding base and precious metal formations in the Canadian Shield, which included exploration on property in the Canadian greenstone belt (including the property) and the surrounding region consisting of geological mapping, reflection seismic, magnetotelluric, gravity, high-precision major and trace element geochemistry, and base and precious metal assays. Access to the Laurentian University studies will allow the resulting issuer to focus its exploration efforts around certain geological trends that are known to host mineralization within the broader regional area.

A reconnaissance program has been conducted on the property to evaluate road and trail access to showings and critical areas, track new roads and trails from recent logging activity, investigate aeromagnetic anomalies, collect structural data and begin to assess the structural architecture of the property, verify and assess historical showings, and collect lithogeochemical samples. These activities were carried out as three styles of fieldwork: (1) 1 to 2,000 scale mapping and sampling around the historical Expansion Lake prospect; (2) 1 to 10,000 scale transect-style mapping and sampling along four north-south transects; and (3) non-scaled reconnaissance data collection along roads and trails. Additionally, rock sample collections were collected.

Summary of transaction terms

As a condition to closing the transaction, concurrently with, or immediately prior to, the closing of the transaction, Logica will undertake a share consolidation of its outstanding common shares. The consolidation will occur on the basis of one postconsolidation Logica share for every three preconsolidation Logica shares.

Under the terms of the amalgamation agreement, BBG Metals will amalgamate with Subco, and the company will acquire all of the outstanding common shares of BBG Metals in exchange for postconsolidation Logica shares on the basis of one resulting issuer share for every common share of BBG Metals. Upon completion of the transaction, 45,382,778 resulting issuer shares are expected to be outstanding. The deemed price of the transaction is 10 cents per resulting issuer share.

It is anticipated that the company will change its name to Galactic Gold Corp. upon the completion of the transaction.

The name of the amalgamated entity will be Galactic Gold Holding Corp., and it will continue to subsist under the Business Corporations Act (British Columbia).

Prior to or concurrently with completion of the transaction, BBG Metals intends to complete a non-brokered private placement equity financing to raise gross proceeds of not less than $1.4-million or such greater amount as is required to provide sufficient evidence of value for the purposes of Policy 5.4 (Escrow, Vendor Consideration and Resale Restrictions) of the exchange, through the issuance, on a private placement basis, of at least 14 million common shares in the capital of BBG Metals at a price of 10 cents per financing share.

BBG Metals currently has 26,875,000 common shares issued and outstanding, and has no options, warrants or other classes of securities outstanding.

The completion of the amalgamation is subject to certain conditions precedent, including, but not limited to, the following:

• Completion of due diligence to the satisfaction of each of the parties;
• The consolidation shall have been completed by Logica;
• The shareholders of BBG Metals shall have duly approved the transaction and the amalgamation agreement at BBG Metals' special shareholder meeting;
• The name of the company shall have been changed to Galactic Gold Corp. or such other name as is agreed to by the company and BBG Metals;
• The shareholders of Logica shall have duly approved the consolidation, name change and other matters ancillary to the transaction;
• The acceptance of the exchange of the transaction as Logica's qualifying transaction;
• BBG Metals shall have completed the concurrent financing; and
• Dissenting shareholders of BBG Metals shall not have validly exercised dissent rights in respect of more than 5 per cent of the outstanding common shares of BBG Metals.

The company will be holding a special meeting of its shareholders on July 7, 2025, to approve the consolidation and the name change, but approval of the transaction from the Logica shareholders is not required.

The company is a capital pool company and intends for the transaction to constitute its qualifying transaction, as such terms are defined in the policies of the exchange. In connection with the company's announcement of entry into the amalgamation agreement, trading in the Logica shares has been halted pursuant to the policies of the exchange. Trading will remain halted until, among other things, Logica completes certain regulatory filings in connection with the qualifying transaction with the exchange and the exchange has completed certain matters it considers necessary or advisable.

Sponsorship of a qualifying transaction is required by the exchange unless a waiver from the sponsorship requirement is obtained. Logica intends to apply for a waiver from sponsorship for the transaction. There is no assurance that a waiver from this requirement will be obtained.

In connection with the transaction, the company will be filing a filing statement on SEDAR+ along with a National Instrument 43-101 (Standards of Disclosure for Mineral Projects) technical report on the Hardrock West project, Beardmore-Geraldton greenstone belt, Thunder Bay mining division, Ontario, Canada, published for BBG Metals and Logica, by Jason Arnold, PGeo, of DCX Consulting. Investors are encouraged to review the filing statement on SEDAR+, which provides detailed information about the transaction, the resulting issuer, the company and BBG Metals, including the audited consolidated financial statements of BBG Metals for the years ended Dec. 31, 2024, and 2023, and the unaudited interim financial statements of BBG Metals for the three months ended March 31, 2025, which reflect that, as at March 31, 2025, BBG Metals had a net loss for the 2024 financial year of $339,399, a net loss for the three months ended March 31, 2025, of $66,632, total assets as of March 31, 2025, of $37,079 and total liabilities as of March 31, 2025, of $132,957. No finder's fee or commission is payable in connection with the transaction, other than finders' fees, which may be payable in connection with the concurrent financing. No deposit, advance or loan has been made to the company or will be made to the company in connection with the transaction.

Upon the closing of the transaction, the board of directors and management of the resulting issuer will consist of the following individuals.

Kenneth Berry

Director, president and chief executive officer

Mr. Berry is the former president and chief executive officer of Northern Vertex Mining Corp., which brought into production the Moss gold mine in Arizona, and is the current chairman of Kootenay Silver Inc. He is a proven exploration expert and mine builder, with extensive knowledge in project finance, business development and strategic planning.

Tiziano Romagnoli

Director and vice-president, corporate development

Mr. Romagnoli is a fund manager and financial adviser to a number of companies in the mining sector. He was the former head of BMO Nesbitt Burns in Geneva, and has been instrumental in arranging financing for exploration and development companies.

Rajwant Kang

Director, chief financial officer and corporate secretary

Mr. Kang is the founder and president of RSK Management Consulting Inc., a private company that provides management services, and has over 25 years of accounting and finance experience. He has proficient knowledge of capital markets, raising capital, mergers and acquisitions, and corporate regulation of publicly listed companies.

Tom Martin

Director

Mr. Martin has 15 years of experience in capital markets and corporate communications. He is currently an adviser with Prospector Metals and has worked with other Discovery group companies. Mr. Martin has been instrumental in assembling top-quality projects and management teams within the mining sector.

We seek Safe Harbor.