Mr. Clayton Fisher reports

LOGICA VENTURES CORP. PROVIDES UPDATE ON QUALIFYING TRANSACTION WITH BBG METALS CORP.

Logica Ventures Corp. has provided an update on its proposed acquisition of all of the issued and outstanding securities of BBG Metals Corp. previously announced in the company's press release dated June 5, 2025. Upon completion of the transaction, 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. 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.

Highlights of announcement:

• Meghan Brown to be appointed to the board of directors;
• James McDonald to be appointed as technical adviser;
• Concurrent financing increased from $1.4-million to $1.8-million;
• Resulting issuer shares issued in concurrent financing will be free trading upon completion of transaction.

Concurrent financing

The company is pleased to announce that the terms of the non-brokered private placement equity financing to be completed by BBG Metals prior to or concurrently with the completion of the transaction have been amended and upsized due to investor demand. BBG Metals will now issue up to 18 million subscription receipts from 14 million, at a price of 10 cents per subscription receipt for aggregate gross proceeds of up to $1.8-million, upsized from $1.4-million.

Each subscription receipt will entitle the holder, without payment of any additional consideration and upon satisfaction of escrow release conditions (defined below), to receive one common share of BBG Metals, and each such financing share will exchanges for a postconsolidation common share of Logica pursuant to the terms of the amalgamation agreement between Logica, BBG Metals and 1359646 B.C. Ltd. (Subco), a wholly owned subsidiary of Logica, dated June 4, 2025. For more information regarding the amalgamation agreement, please see the company's press release dated June 5, 2025.

The aggregate gross proceeds from the sale of the subscription receipts, less any proceeds that have been used by BBG Metals to pay cash finders' fees, shall be deposited into escrow on the closing of the concurrent financing and shall be released upon satisfaction of certain conditions, including the completion, satisfaction or waiver of all conditions precedent necessary for the completion of the transaction. If the escrow release conditions are not satisfied prior to Nov. 14, 2025, the escrow agent will return to the holders of subscription receipts an amount equal to the aggregate purchase price for the subscription receipts held by them and the subscription receipts will be cancelled and be of no further force or effect.

Upon completion of the transaction, up to 49,382,778 resulting issuer shares (including up to 18 million resulting issuer shares to be issued to the purchasers of the subscription receipts in the concurrent financing) are expected to be outstanding. Upon completion of the transaction, the resulting issuer shares issued in connection with the concurrent financing will be free trading, as such resulting issuer shares will be issued in reliance on the business combination and reorganization exemption from prospectus requirements under National Instrument 45-106, Prospectus Exemptions.

Additional director

The company is also pleased to announce that Ms. Brown will be joining the board of directors of the resulting issuer as an additional independent director upon the closing of the transaction.

The board 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, M&A (mergers and acquisitions), and corporate regulation of publicly listed companies.

Ms. Brown -- director

Ms. Brown is vice-president of investor relations for Artemis Gold. Her experience spans 25 years with small- to large-cap mining companies across the Americas, Australia and Africa. Her expertise includes retail and institutional investor relations, marketing, M&A, media relations, sustainability reporting, and corporate communications. In 2019, Ms. Brown was awarded the Investor Relations Award of Excellence from the Canadian Investor Relations Institute (CIRI), the highest honour for investor relations professionals in Canada. Ms. Brown holds a bachelor of arts from the University of British Columbia and an MBA from Queen's University and is a graduate of the ICD-Rotman directors education program with the designation of ICDD.

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.

Appointment of Mr. McDonald as technical adviser

The resulting issuer will also be appointing Mr. McDonald as technical adviser. James McDonald, PGeo, is a qualified person for the purpose of National Instrument 43-101, Standards of Disclosure for Mineral Projects. He is also the CEO and a director of Kootenay Silver. Mr. McDonald has more than 30 years of combined technical and financial experience in the mining sector. He co-founded and successfully developed National Gold (which merged with Alamos Minerals) to form Alamos Gold, for which he was a director and served on numerous committees until June, 2012. Mr. McDonald also served as president of Genco Resources, which operated the La Guitarra silver mine, located in Mexico. Mr. McDonald is a founder of Kootenay Silver.

We seek Safe Harbor.