Galactic Gold Corp. — Management Reports 2020

Apr 14, 2020

Logica Ventures Corp. Management Discussion and Analysis For the Period Ended December 31, 2019

April 13, 2020

The following management discussion and analysis ("MD&A") of the results of the operations and financial position of Logica Ventures Corp. (the "Company" or "Logica") prepared for the period from incorporation on March 6, 2019 to December 31, 2019 and should be read in conjunction with the Company's audited financial statements for the period from March 6, 2019 to December 31, 2019. All figures contained in this MD&A are presented in Canadian dollars.

Forward-Looking Statements

Certain statements contained in this MD&A may constitute forward-looking statements. These statements relate to future events or the Company's future performance. All statements, other than statements of historical fact, may be Forward-looking statements are often, but not always, identified by the use of words such as "seek", "anticipate", "plan", "continue", "estimate", "expect", "may", "will", "project", "predict", "propose", "potential", "targeting", "intend", "could", "might", "should", "believe" and similar expressions. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Company's actual results could differ materially from those anticipated in these forward-looking statements as a result of various risk factors.

The Company

Logica was incorporated under the Business Corporations Act (Ontario) on March 6, 2019 and is classified as a Capital Pool Company, as defined in the Policy 2.4 (the "Policies") of the TSX Venture Exchange (the "Exchange").

The principal business of the Company will be the identification and evaluation of assets or businesses with a view to completing a qualifying transaction ("QT") as defined in the Policies of the Exchange. The Company has not commenced operations and has no assets other than cash and funds held in trust. The Company's continuing operations as intended are dependent upon its ability to identify, evaluate and negotiate an acquisition, or business, or an interest therein. Such an acquisition will be subject to the approval of the regulatory authorities concerned and, in the case of a non-arm's length transaction, of the majority of the disinterested shareholders.

The proceeds raised from the issuance of share capital may only be used to identify and evaluate assets or businesses for future investment, with the exception that up to the lesser of 30% of the gross proceeds realized by the Company in respect of the sale of its securities or $146,100, may be used for purposes other than evaluating businesses or assets. These restrictions apply until completion of a QT by the Company as defined under the policies of the Exchange. The Company is required to complete its QT on or before two years from the date the Company receives regulatory approval and its common shares are listed on the Exchange.

On December 19, 2019, the Company completed its initial public offering (the "Offering") of 3,000,000 common shares at a purchase price of $0.10 per common share for aggregate gross proceeds of $300,000. Echelon Wealth Partner Inc. ("the Agent") in connection with the Offering received a cash commission of $30,000, equal to 10% of the aggregate gross proceeds from the sale of the common shares. The Agent also received 300,000 agent warrants. Each agent warrant is exercisable to acquire one common share at a price of $0.10 for a period of 24 months.

The head office and the registered head office of the Company is located at 365 Bay Street, Suite 800, Toronto, Ontario M5H 2V1.

On April 13, 2020, the Board of Directors approved the audited financial statements for the period ended December 31, 2019.

Summary of Quarterly Results

	October 1, 2019 to	July 1, 2019 to	March 6, 2019 to
	December 31, 2019	September 30, 2019	June 30, 2019
Total assets	$365,167	$ 184,343	$ 170,072
Total revenue	$-	$-	$-
Total expenses	$ 128,863	$ 24,458	$23,262
Net loss	$ 128,863	$ 24,458	$23,262
Basic and diluted net loss per share	$ 1.00	$ 0.01	$ 0.01

The Company recorded a loss of $128,863 during the three months ended December 31, 2019. The net loss is comprised of IPO transaction fees of $41,920, share-based payments of $60,660, professional fees of $8,000, rent of $6,780, filing fees of $11,300 and office expenses of $203.

The Company recorded a loss of $24,458 during the three months ended September 30, 2019. The net loss is comprised of professional fees of $1,351, rent of $10,134 and filing fees of $12,973.

The Company recorded a loss of $23,262 during the period from March 6, 2019 to June 30, 2019. The net loss is comprised of professional fees of $23,262.

The increase in the net loss during the three months ended December 31, 2019 is primarily due to the completion of the IPO transaction and the issuance of stock options.

Results of Operations

	Period ended December 31, 2019
Total assets	$ 365,167
Total revenue	$-
Total expenses	$ 128,863
Net loss	$ 128,863
Basic and diluted net loss per share	$ 1.37

Additional Disclosure for Venture Issuers without Significant Revenue

Since the Company has no revenue from operations, the following is a breakdown of the material costs for the fiscal period ending December 31, 2019.

	Period ended December 31, 2019
IPO transaction fees	$ 41,920
Share-based payments	$ 60,660
Professional fees	$ 32,613
Filing fees	$ 24,273
Rent	$ 16,914
Office expense	$203

Liquidity and Capital Resources

As at December 31, 2019, the Company had cash of $313,066 and funds held in trust of $52,101.

Outstanding Share Data

As of the date of this MD&A, 6,740,000 common shares were issued and outstanding.

The Company also issued 300,000 agent warrants as part of the Offering which are outstanding.

The Company also granted the directors and officers stock options at closing of the Offering, which will entitle the holders to purchase an aggregate of up to 674,000 common shares at a price of $0.10 per common share for a period of ten years from the date of grant, in accordance with the policies of the TSX-V.

The Company's common shares commenced trading on the TSX Venture Exchange under the trading symbol "LOG-P.V" on December 19, 2019.

Off-Balance Sheet Arrangements

The Company has not had any off-balance sheet arrangements from the date of its incorporation to the date of this MD&A.

Related Party Transactions

As at December 31, 2019, the directors and/or officers of the Company collectively control 3,340,000 common shares of the Company or approximately 49.6% of the total common shares outstanding.

During the period ended December 31, 2019, $60,660 in share-based payments was incurred for stock options issued to officers and directors of the Company.

Risks and Uncertainties

The Company's sole objective is to identify a satisfactory QT. The closing of any proposed Qualifying Transaction is subject to a number of terms and conditions, including completion of due diligence procedures by parties to the transaction and receipt of all required regulatory approvals, and there is no assurance that a transaction will be completed. If the Company does not complete a QT within the time permitted by the Exchange, its common shares could be delisted.

Capital Management

The Company's objective when managing capital is to maintain its ability to continue as a going concern, in order to provide returns for the shareholders and benefits for other stakeholders. The Company includes equity, comprised of issued common shares, in the definition of capital.

The Company's primary objective, with respect to its capital management, is to ensure that it has sufficient cash resources to fund the identification and evaluation of potential acquisitions. To secure the additional capital necessary to pursue these plans, the Company may attempt to raise additional funds through the issuance of equity or by securing strategic partners.

The proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment, with the exception that not more than the lesser of 30% of the gross proceeds from the issuance of shares or $146,100 may be used to cover prescribed costs of issuing the common shares or administrative and general expenses of the Company. These restrictions apply until completion of a QT by the Company as defined under the Policies.

Risk Disclosures and Fair Values

The Company's financial instruments, consisting of cash, funds held in trust, and accounts payable and accrued liabilities, approximate fair value due to the relatively short-term maturities of the instruments. It is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Critical Accounting Estimates

These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") issued by the International Accounting Standards Board and interpretations of the International Financial Reporting Interpretations Committee as at the reporting date.

The Company's significant accounting policies are summarized in Note 3 of the audited financial statements for the period ended December 31, 2019.

Future Changes in Accounting Policies

The future changes in accounting policies are summarized in Note 3 of the audited financial statements for the period ended December 31, 2019.

Additional Information

Additional information about the Company can also be found on SEDAR at www.sedar.com.