Mr. Kenneth Berry reports
GALACTIC GOLD CORP. (FORMERLY, LOGICA VENTURES CORP.) ANNOUNCES CLOSING OF QUALIFYING TRANSACTION
Galactic Gold Corp., formerly Logica Ventures Corp., further to its news releases dated Oct. 22, 2025, Sept. 19, 2025, and June 5, 2025, has closed its qualifying transaction with BBG Metals Corp. Concurrently with closing, the company changed its name from Logica Ventures to Galactic Gold and completed a consolidation of its common shares on the basis of one postconsolidation common share for three preconsolidation common shares. For more information concerning the transaction, please see the company's filing statement dated Oct. 20, 2025, which has been filed on the company's profile on SEDAR+.
In connection with the completion of the transaction, the resulting issuer shares are expected to recommence trading on the TSX Venture Exchange under the symbol GGAU at the open of the market on or about Nov. 5, 2025. Upon recommencement of trading, the company will have 49,382,778 resulting issuer shares (including 18 million resulting issuer shares issued to purchasers of subscription receipts in the concurrent financing that was completed on Oct. 10, 2025) outstanding. For more information regarding the closing of the concurrent financing, please see the company's news release dated Oct. 22, 2025. A total of 26,875,000 resulting issuer shares were issued to the former holders of the common shares of BBG Metals in connection with the transaction. A total of 10.15 million resulting issuer shares held by principals (as such term is defined in the policies of the exchange) are subject to escrow under an exchange-mandated escrow agreement, and will be released from escrow over 36 months as follows: 10 per cent upon the closing date of the transaction; and 15 per cent every six months following the closing date until all escrowed shares have been released. A total of 7,575,000 resulting issuer shares held by non-principals are subject to seed share resale restrictions (as defined under the policies of the exchange) (SSRR) and will be released over 12 months as follows: 20 per cent upon the closing date; and 20 per cent every three months following the closing date until all shares have been released from the SSRR. For more information regarding escrow and SSRR, please see the filing statement.
Following the name change and consolidation, the new Cusip number and ISIN for the company's common shares are 36315L 10 7 and CA 36315L 10 7 6, respectively. Letters of transmittal providing instructions on exchanging preconsolidation common share certificates for resulting issuer share certificates to be issued in the name of Galactic Gold will be mailed by Odyssey Trust Company to the company's registered shareholders. Registered shareholders are encouraged to send their share certificates, together with their letter of transmittal, to Odyssey Trust in accordance with the instructions in the letter of transmittal. Beneficial shareholders holding common shares in the capital of the company through an intermediary should be aware that the intermediary may have different procedures for processing the name change and consolidation, and are encouraged to contact their respective intermediaries in this regard. No fractional common shares will be issued as a result of the consolidation. Where the consolidation would otherwise result in an entitlement to a fractional common share, the number of resulting issuer shares issued will be rounded down to the next whole number of common shares.
Directors and officers
In connection with the closing of the transaction, the directors and officers of the company are now:
- Kenneth Berry, chief executive officer and director;
- Rajwant Kang, chief financial officer, corporate secretary and director;
- Tom Martin, director;
- Tiziano Romagnoli, director;
- Meghan Brown, director.
In connection with the transaction, the company's legal adviser was McMillan LLP and BBG Metals' legal adviser was Maxis Law Corp.
Final acceptance of the transaction by the exchange is subject to the company filing all final documentation.
We seek Safe Harbor.
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