Vancouver, British Columbia--(Newsfile Corp. - June 5, 2025) - Logica Ventures Corp. (TSXV: LOG.P) ("Logica" or the "Company") is pleased to announce that it has entered into an amalgamation agreement with BBG Metals Corp. ("BBG Metals") and 1359646 B.C. Ltd. ("Subco"), a wholly-owned subsidiary of Logica, dated June 4, 2025 (the "Amalgamation Agreement") 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 (the "Transaction") under the Business Corporations Act (British Columbia). Upon completion of the Transaction, the combined entity (the "Resulting Issuer") will continue the business of BBG Metals and intends to list as a Tier 2 mining issuer on the TSX Venture Exchange (the "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 ("Policy 2.4"). The Transaction is at arm's length.
About BBG Metals Corp.
BBG is a private British Columbia mineral exploration company focused on the acquisition and exploration of mineral properties. BBG holds a 100% undivided interest in the Hardrock West Project (the "Property") located in the Thunder Bay Mining Division, Ontario. The Property includes 58 contiguous mineral claims. The mineral claims border and are 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 property (including 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 metals 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 field work: (1) 1:2000 scale mapping and sampling around the historical Expansion Lake prospect; (2) 1:10,000 scale transect-style mapping and sampling along 4 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 (the "Consolidation") of its outstanding common shares (the "Logica Shares"). The Consolidation will occur on the basis of one (1) post- Consolidation Logica Share for every three (3) pre-Consolidation 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 post-Consolidation Logica Shares (the "Resulting Issuer Shares") on the basis of one Resulting Issuer Share for every common share of BBG Metals (each, a "BBG Share"). Upon completion of the Transaction, 45,382,778 Resulting Issuer Shares are expected to be outstanding. The deemed price of the Transaction is $0.10 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 (the "Concurrent Financing") to raise gross proceeds of not less than $1,400,000, 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 14,000,000 common shares in the capital of BBG Metals (the "Financing Shares") at a price of $0.10 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 "Name Change");
- 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 of the Concurrent Financing; and
- dissenting shareholders of BBG Metals shall not have validly exercised dissent rights in respect of more than 5% 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, P. Geo. 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 December 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 finder's 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 & CEO
Mr. Berry is the former President & CEO 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, VP Corporate Development
Mr. Romagnoli is a fund manager and financial advisor 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, CFO & Corporate Secretary
Mr. Kang is the founder & 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 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 advisor with Prospector Metals and has worked with other Discovery Group Companies. Mr. Martin has been instrumental in assembling top quality projects & management teams within the mining sector.
Contact Information
For further information concerning this press release, please contact the respective representatives of Logica and BBG Metals as follows:
| Logica Ventures Corp. Clayton Fisher Tel: 236-547-7375 clayton@logicaventures.com | BBG Metals Corp. Kenneth Berry, President & CEO Tel: 604-220-6890 ken@touchstonecapital.ca |
This press release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent U.S. registration or an applicable exemption from U.S. registration requirements.
Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
Completion of the Transaction is subject to a number of conditions, including but not limited to, Exchange acceptance and if applicable pursuant to Exchange requirements, majority of the minority shareholder approval. Where applicable, the Transaction cannot close until the required shareholder approval is obtained. There can be no assurance that the Transaction will be completed as proposed or at all.
Investors are cautioned that, except as disclosed in the management information circular or filing statement to be prepared in connection with the transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon. Trading in the securities of a capital pool company should be considered highly speculative.
The Exchange has in no way passed upon the merits of the Transaction and has neither approved nor disapproved the contents of this press release.
All information contained in this news release with respect to BBG Metals was supplied by BBG Metals for inclusion herein, and Logica has relied on BBG Metals for any information concerning BBG Metals.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This news release includes certain statements and information that constitute forward-looking information within the meaning of applicable Canadian securities laws. All statements in this news release, other than statements of historical facts are forward-looking statements. Such forward-looking statements and forward-looking information specifically include, but are not limited to, statements that relate to the completion of the Transaction and the timing in respect thereof, and timely receipt of all necessary approvals, including any requisite approval of the Exchange.
Statements contained in this release that are not historical facts are forward-looking statements that involve various risks and uncertainty affecting the business of the Company or the Resulting Issuer. Such statements can generally, but not always, be identified by words such as "expects", "plans", "anticipates", "intends", "estimates", "forecasts", "schedules", "prepares", "potential" and similar expressions, or that events or conditions "will", "would", "may", "could" or "should" occur. All statements that describe the Company or of the Resulting Issuer's plans relating to operations and potential strategic opportunities are forward-looking statements under applicable securities laws. These statements address future events and conditions and are reliant on assumptions made by the Company's management, and so involve inherent risks and uncertainties, as disclosed in the Company's filing statement, or the Company's periodic filings with Canadian securities regulators. As a result of these risks and uncertainties, and the assumptions underlying the forward-looking information, actual results could materially differ from those currently projected, and there is no representation by the Company that the actual results realized in the future will be the same in whole or in part as those presented herein. The Company disclaims any intent or obligation to update forward-looking statements or information except as required by law. Readers are referred to the additional information regarding the Company's business contained in the Company's filing statement, or the Company's reports filed with the securities regulatory authorities in Canada. Although the Company has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward-looking statements, there may be other factors that could cause actions, events or results not to be as anticipated, estimated or intended. For more information on the Company and the risks and challenges of its business, investors should review the Company's filings that are available at www.sedarplus.ca.
The Company provides no assurance that forward-looking statements and information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements or information. Accordingly, readers should not place undue reliance on forward-looking statements or information. The Company does not undertake to update any for-ward looking statements, other than as required by law.
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SOURCE: Logica Ventures Corp.
