Logica Ventures Corp. Announces Conditional Approval, Filing Statement and Closing Of Bbg Metals Corp. Concurrent Financing

(TheNewswire)

Vancouver, British Columbia – TheNewswire - October 22, 2025: Logica Ventures Corp. (TSX-V: LOG.P) (“ Logica ” or the“ Company ”) is pleased to announce that it has received conditionalapproval from the TSX Venture Exchange (the “ Exchange ”) inrespect of its previously announced Qualifying Transaction (as such term is defined in Policy 2.4 –“ Capital PoolCompanies ” of the Exchange (“ Policy 2.4 ”)) withBBG Metals Corp. (“ BBGMetals ”) pursuant to Policy 2.4 (the“ Transaction ”).

Logica is also pleased to announce that it has filed afiling statement dated October 20, 2024 prepared in connection withthe Transaction (the “ FilingStatement ”) on Logica’s SEDAR+ profile at www.sedarplus.ca . Thecompletion of the Transaction is subject to a number of conditions,including, but not limited to, receipt of all required regulatoryapprovals, including final approval of the Exchange and satisfactionof other customary closing conditions. Assuming all conditions aresatisfied, closing of the Transaction is expected to occur on or aboutOctober 24, 2025, or such other date as may be determined. Uponcompletion of the Transaction, the combined entity (the“ ResultingIssuer ”) will continue the business of BBGMetals under the name “Galactic Gold Corp.” as a Tier 2 miningissuer under the symbol “GGAU” on the Exchange.

Closing of ConcurrentFinancing

The Company is also pleased to announce that BBG Metalshas closed its non-brokered private placement equity financing (the“ ConcurrentFinancing ”), raising aggregate gross proceedsof $1,800,000 through the issuance of 18,000,000 subscription receipts(the “ SubscriptionReceipts ”).

Each Subscription Receipt will entitle the holder,without payment of any additional consideration and upon satisfactionof certain Escrow Release Conditions (defined below), to receive onecommon share of BBG Metals (a “ Financing Share ”), and each such FinancingShare will be exchanged for a post-consolidation common share ofLogica (a “ Resulting IssuerShare ”) pursuant to the terms of theamalgamation agreement between Logica, BBG Metals, and 1359646 B.C.Ltd. (“ Subco ”), a wholly-owned subsidiary of Logica, dated June 4, 2025(the “ AmalgamationAgreement ”). For more information regardingthe Amalgamation Agreement, please see the Company’s press releasedated June 5, 2025.

BBG Metals paid aggregate cash finder’s fees (the“ Finder’s Fees ”) of $62,085 to the following arm’s length finders: (i)Canaccord Genuity Corp. was paid $17,550; (ii) Haywood Securities Inc.was paid $8,100; (iii) Ventum Financial Corp. was paid $33,810; and(iv) Red Cloud Securities Inc. was paid $2,625.

The aggregate gross proceeds from the sale of theSubscription Receipts, less the Finder’s Fees, have been depositedinto escrow, and shall be released upon satisfaction of certainconditions (the “ EscrowRelease Conditions ”) including the completion,satisfaction or waiver of all conditions precedent necessary for thecompletion of the Transaction. If the Escrow Release Conditions arenot satisfied prior to November 14, 2025, the escrow agent will returnto the holders of Subscription Receipts an amount equal to theaggregate purchase price for the Subscription Receipts held by themand the Subscription Receipts will be cancelled and be of no furtherforce or effect.

Upon completion of the Transaction, up to 49,382,778Resulting Issuer Shares (including 18,000,000 Resulting Issuer Sharesto be issued to the purchasers of the Subscription Receipts in the Concurrent Financing) are expected to beoutstanding. Upon completion of the Transaction, the ResultingIssuer Shares issued in connection with the Concurrent Financing willbe free trading, as such Resulting Issuer Shares will be issued inreliance on the “business combination and reorganization”exemption from prospectus requirements under National Instrument45-106 – ProspectusExemptions .

Contact Information

For further information concerning this press release,please contact the respective representatives of Logica and BBG Metalsas follows:

This press release does notconstitute an offer of securities for sale in the United States. Thesecurities being offered have not been, nor will they be, registeredunder the United States Securities Act of 1933, as amended, and suchsecurities may not be offered or sold within the United States absentU.S. registration or an applicable exemption from U.S. registrationrequirements.

Neither TSXVenture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) acceptsresponsibility for the adequacy or accuracy of this release.

Completion of the Transaction issubject to a number of conditions, including but not limited to,Exchange acceptance and if applicable pursuant to Exchangerequirements, majority of the minority shareholder approval. Whereapplicable, the Transaction cannot close until the requiredshareholder approval is obtained. There can be no assurance that theTransaction will be completed as proposed or at all.

Investors are cautioned that, exceptas disclosed in the management information circular or filingstatement to be prepared in connection with the transaction, anyinformation released or received with respect to the Transaction maynot be accurate or complete and should not be relied upon. Trading inthe securities of a capital pool company should be considered highlyspeculative.

The Exchange has in no way passedupon the merits of the Transaction and has neither approved nordisapproved the contents of this press release.

All information contained in thisnews release with respect to BBG Metals was supplied by BBG Metals forinclusion herein, and Logica has relied on BBG Metals for anyinformation concerning BBG Metals.

CAUTIONARY STATEMENT REGARDINGFORWARD-LOOKING INFORMATION

This news release includes certainstatements and information that constitute forward-looking informationwithin the meaning of applicable Canadian securities laws. Allstatements in this news release, other than statements of historicalfacts are forward-looking statements. Such forward-looking statementsand forward-looking information specifically include, but are notlimited to, statements that relate to the completion of theTransaction and the timing in respect thereof, and timely receipt ofall necessary approvals, including any requisite approval of theExchange.

Statements contained in this releasethat are not historical facts are forward-looking statements thatinvolve various risks and uncertainty affecting the business of theCompany or the Resulting Issuer. Such statements can generally, butnot always, be identified by words such as “expects”, “plans”,“anticipates”, “intends”, “estimates”, “forecasts”,“schedules”, “prepares”, “potential” and similarexpressions, or that events or conditions “will”, “would”,“may”, “could” or “should” occur. All statements thatdescribe the Company or of the Resulting Issuer's plans relatingto operations and potential strategic opportunities areforward-looking statements under applicable securities laws. Thesestatements address future events and conditions and are reliant onassumptions made by the Company's management, and so involveinherent risks and uncertainties, as disclosed in the Company'sfiling statement, or the Company’s periodic filings with Canadiansecurities regulators. As a result of these risks and uncertainties,and the assumptions underlying the forward-looking information, actualresults could materially differ from those currently projected, andthere is no representation by the Company that the actual resultsrealized in the future will be the same in whole or in part as thosepresented herein. The Company disclaims any intent or obligation toupdate forward-looking statements or information except as required bylaw. Readers are referred to the additional information regarding theCompany's business contained in the Company's filingstatement, or the Company’s reports filed with the securitiesregulatory authorities in Canada. Although the Company has attemptedto identify important factors that could cause actual actions, events,or results to differ materially from those described inforward-looking statements, there may be other factors that couldcause actions, events or results not to be as anticipated, estimatedor intended. For more information on the Company and the risks andchallenges of its business, investors should review the Company'sfilings that are available at www.sedarplus.ca .

The Company provides no assurancethat forward-looking statements and information will prove to beaccurate, as actual results and future events could differ materiallyfrom those anticipated in such statements or information. Accordingly,readers should not place undue reliance on forward-looking statementsor information. The Company does not undertake to update any for-wardlooking statements, other than as required by law.

Not for distribution to UnitedStates newswire services or for dissemination in the UnitedStates

Copyright (c) 2025 TheNewswire - All rights reserved.