Galactic Gold Corp. (Formerly, Logica Ventures Corp.) Announces Closing of Qualifying Transaction

October 31, 2025 5:48 PM EDT | Source: Galactic Gold Corp.

Vancouver, British Columbia--(Newsfile Corp. - October 31, 2025) - Galactic Gold Corp. (formerly, Logica Ventures Corp.) (TSXV: LOG.P) (the "Company") is pleased to announce that, further to its news releases dated October 22, 2025, September 19, 2025 and June 5, 2025, it has closed its "Qualifying Transaction" (the "Transaction") with BBG Metals Corp. ("BBG Metals"). Concurrently with closing, the Company changed its name from "Logica Ventures Corp." to "Galactic Gold Corp." (the "Name Change") and completed a consolidation (the "Consolidation") of its common shares on the basis of three pre-Consolidation common shares for each post-Consolidation common share (a "Resulting Issuer Share"). For more information concerning the Transaction, please see the Company's filing statement dated October 20, 2025 (the "Filing Statement") 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 (the "Exchange") under the symbol "GGAU" at the open of the market on or about November 5, 2025. Upon recommencement of trading, the Company will have 49,382,778 Resulting Issuer Shares (including 18,000,000 Resulting Issuer Shares issued to purchasers of subscription receipts in the concurrent financing ("Concurrent Financing") that was completed on October 10, 2025) outstanding. For more information regarding the closing of the Concurrent Financing, please see the Company's news release dated October 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 10,150,000 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% upon the closing date of the Transaction ("Closing Date"), and 15% every 6 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% upon the Closing Date, and 20% every 3 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 and ISIN numbers for the Company's common shares are 36315L107 and CA36315L1076, respectively. Letters of transmittal providing instructions on exchanging pre-Consolidation common share certificates for Resulting Issuer Share certificates to be issued in the name of Galactic Gold Corp. will be mailed by Odyssey Trust Company ("Odyssey Trust") 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 advisor was McMillan LLP, and BBG Metals' legal advisor was Maxis Law Corporation.

Final acceptance of the Transaction by the Exchange is subject to the Company filing all final documentation.

ON BEHALF OF THE BOARD

Kenneth Berry
Chief Executive Officer and Director

For further information:

Galactic Gold Corp., please contact Kenneth Berry
Telephone: 604-220-6890
Email: 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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

This news release may contain forward-looking statements that are based on the Company's current expectations and estimates. Forward-looking statements are frequently characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate", "suggest", "indicate" and other similar words or statements that certain events or conditions "may" or "will" occur, and include, without limitation, statements regarding the Company's current plans and business objectives. Such forward-looking statements involve known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from estimated or anticipated events or results implied or expressed in such forward-looking statements. Such forward-looking statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. Forward-looking statements are based on a number of assumptions which may prove to be incorrect, including, but not limited to: assumptions regarding future metals prices, debt and equity financing market conditions, receipt of regulatory approvals, and other factors. The cautionary statements qualify all forward-looking statements attributable to the Company and persons acting on its behalf. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward- looking statement, whether as a result of new information, future events or results or otherwise. There can be no assurance that forward-looking statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Accordingly, undue reliance should not be put on such statements due to the inherent uncertainty therein.

Not for distribution to United States newswire services or for dissemination in the United States

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/272837

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