Galactic Gold Corp. — Management Reports 2022

Apr 29, 2022

LOGICA VENTURES CORP.

(A Capital Pool Company) MANAGEMENT'S DISCUSSION AND ANALYSIS YEAR ENDED DECEMBER 31, 2021 (EXPRESSED IN CANADIAN DOLLARS)

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

The following management’s discussion and analysis (“ MD&A ”) of the financial condition and results of the operations of Logica Ventures Corp. (the “ Company ”) constitutes management’s review of the factors that affected the Company’s financial and operating performance for the years ended December 31, 2021 and 2020. This MD&A was written to comply with the requirements of National Instrument 51-102 – Continuous Disclosure Obligations. This discussion should be read in conjunction with the audited annual financial statements of the Company for the year ended December 31, 2021 and 2020, together with the notes thereto. Results are reported in Canadian dollars, unless otherwise noted. The financial statements and the financial information contained in this MD&A were prepared in accordance with the International Financial Reporting Standards (“ IFRS ”) as issued by the International Accounting Standards Board (“ IASB ”) and interpretations of the International Financial Reporting Interpretations Committee (“ IFRIC ”). Information contained herein is presented as of April 11, 2022, unless otherwise indicated. Information relating to the Company is available on SEDAR at www.sedar.com .

CAUTIONARY NOTE REGARDING FORWARD-LOOKING INFORMATION

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or statements that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forwardlooking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

Forward-lookingstatements	Assumptions	Risk Factors
The Company expects to complete a Qualifying Transaction (defined below).	The Company expects to identify an asset or business to acquire and close a Qualifying Transaction, on terms favourable to the Company.	The Company’s inability to find a target to complete a Qualifying Transaction, resulting in the Company remaining as a public shell on the TSX-V trading board of the Exchange (defined below), for various reasons including, without limitation, as a result of a lack of financing or the consequences of the COVID-19 pandemic ongoing public transactions.

Page | - 2 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

Forward-lookingstatements	Assumptions	Risk Factors
The Company’s ability to meet its working capital needs at the current level for the twelve-month period ending December 31, 2022.	The operating activities of the Company for the twelve-month period ending December 31, 2022, and the costs associated therewith, will be consistent with the Company’s current expectations; debt and equity markets, exchange and interest rates and other applicable economic conditions are favourable to the Company.	Changes in debt and equity markets; timing and availability of external financing on acceptable terms; ongoing uncertainties related to the COVID-19 pandemic; increases in costs; regulatory compliance and changes in regulatory compliance and other local legislation and regulation; interest rate and exchange rate fluctuations; changes in economic conditions.

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risks and Uncertainties” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forwardlooking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

DESCRIPTION OF BUSINESS

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

The principal business of the Company is the identification and evaluation of assets or businesses with a view to completing a Qualifying Transaction. The Company has not commenced operations and has no assets other than cash. 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, and reasonable general and administrative expenses not exceeding $3,000 per month are permitted, with no cumulative maximum. These restrictions apply until completion of a QT by the Company, as defined under the policies of the Exchange. Where a Qualifying Transaction warrants, additional funding may be required. The ability of the Company to fund its potential future operations and commitments may be dependent upon the ability of the Company to obtain additional financing. On April 7, 2022, the shareholders of the Company voted in favor for the removal of the consequences associated with the Company not completing a QT within 24 months of its listing date, which was, prior to being amended, previously prescribed by CPC Policy 2.4.

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

Page | - 3 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

OPERATIONAL HIGHLIGHTS

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.

On March 25, 2021 the Company announced the resignation of directors Paul Mesburis and Robert Kidd. Mr. Kidd also resigned as Chief Executive Officer and Chief Financial Officer. The Company is in the process of expediently appointing two new directors to the board and finding a suitable candidate for the role of Chief Executive Officer and Chief Financial Officer.

On May 6, 2021, the Ontario Securities Commission (“OSC”) issued a cease trade order (the “Cease Trade Order”) against the Company pursuant to National Policy 11-207 Failure-to-File Cease Trade Orders and Revocations in Multiple Jurisdictions and its securities have been halted from trading on the Exchange.

On March 7, 2022, Mr. Thomas Tweoldemedhin resigned from his position as a director of the Company. Mr. Ryan Roebuck and Mr. Clayton Fisher were appointed as directors of the Company. Additionally, Mr. Dylan Pillay was appointed as the Chief Financial Officer of the Company.

Other than the foregoing, there are no significant activities to report during or subsequent to the year ended December 31, 2021.

TRENDS AND ECONOMIC CONDITIONS

For the immediate future, the Company intends to work towards completing a Qualifying Transaction. The Company continues to monitor its spending and will amend its plans based on business opportunities that may arise in the future. Management regularly monitors economic conditions and estimates their impact on the Company’s operations and incorporates these estimates in both short-term operating and longer term strategic decisions.

Due to the worldwide COVID-19 pandemic, material uncertainties may arise that could influence management’s going concern assumption. Management cannot accurately predict the future impact COVID-19 may have on:

• the severity and the length of potential measures taken by governments to manage the spread of the virus, and their effect on service provider availability, such as legal and accounting;

• purchasing power of the Canadian dollar;

• ability to complete a Qualifying Transaction; or

• ability to obtain funding.

At the date of this MD&A, the Canadian federal government and the provincial government of Ontario have not introduced measures that have directly impeded the activities of the Company. Although cash has declined over the period, the Company believes the activities of the Company will continue and accordingly the current situation bears no impact on management’s going concern assumption. However, it is not possible to reliably estimate the length and severity of these developments and the impact on the financial results and condition of the Company in future periods.

Apart from these and the risk factors noted under the heading “Risks and Uncertainties” below, management is not aware of any other trends, commitments, events or uncertainties that would have a material effect on the Company’s business, financial condition or results of operations.

Page | - 4 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

SELECTED ANNUAL FINANCIAL INFORMATION

			Period from
	Year ended	Year ended	Incorporation to
	December 31, 2021	December 31, 2020	December 31, 2019
Total assets	224,802	224,802	365,167
Total liabilities	138,878	74,387	98,688
Total revenues	nil	nil	nil
Net (loss)	(64,491)	(112,852)	(176,583)
Net (loss) per share (basic and diluted)	(0.02)	(0.04)	(1.37)

SELECTED QUARTERLY INFORMATION

		Net Loss	Net Loss
	Net		Basic and
Three Months Ended	Revenue	Total	Diluted Loss per
	($)	($)	Share($)
December 31,2021	-	19,713	0.00
September 30,2021	-	5,501	0.00
June 30,2021	-	26,529	0.01
March 31,2021	-	12,748	0.00
December 31,2020	-	79,260	0.03
September 30,2020	-	3,394	0.00
June 30,2020	-	13,865	0.00
March 31,2020	-	16,333	0.01

FINANCIAL HIGHLIGHTS

Financial Performance

Three months ended December 31, 2021, compared with three months ended December 31, 2020

The Company’s net loss totaled $19,713 for the three months ended December 31, 2021, with basic and diluted net loss per share of $0.01. This compares with a net loss of $79,260 with basic and diluted net loss per share of $0.03 for the three months ended December 31, 2020. The decrease in the net loss of $59,547 was principally because a decrease in filing fees of $11,192 as the Company is currently cease-traded, and a decrease in professional fees of $45,170 due to decreased legal costs.

Year ended December 31, 2021, compared with year ended December 31, 2020

The Company’s net loss totaled $64,491 for the year ended December 31, 2021, with basic and diluted net loss per share of $0.02. This compares with a net loss of $112,852 with basic and diluted net loss per share of $0.04 for the year ended December 31, 2020. The decrease in the net loss of $48,361 was principally of a decrease in rent fees of $11,300, and a decrease in office expenses of $5,954 as the Company cancelled its rental lease, a decrease in filing fees of $9,686 as the Company is currently cease traded, and a decrease in professional fees of $21,421 due to legal costs.

Page | - 5 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

Cash Flow

The Company had cash of $224,802 at December 31, 2021, compared to $220,021 at December 31, 2020, an increase of $4,781, as a result of cash provided by ongoing operating activities of $4,781. Cash inflows from operating activities of $4,781, was due to the net loss of $64,491 and affected by an increase in accounts payable and accrued liabilities of $64,491, and a decrease in accounts receivable of $4,781.

Liquidity and Financial Position

The Company manages its capital structure and makes adjustments to it, based on available funds to the Company. Pursuant to the polices of the Exchange, the proceeds raised from the issuance of common shares may only be used to identify and evaluate assets or businesses for future investment. These restrictions apply until completion of a Qualifying Transaction by the Company as defined under Policy 2.4.

The Company has no ability to raise financing as it is currently the subject of cease trade orders due to not having filed certain quarterly and annual financial statements and MD&A by the required regulatory filing deadlines. As these reports have now been filed, the Company has applied for revocation of the cease trade orders and will actively seek to raise financing once the cease trade orders are revoked.

As at December 31, 2021, the Company has accounts payable and accrued liabilities of $138,878 (December 31, 2020 - $74,387) due within 12 months, and cash and funds in trust of $224,802 (December 31, 2020 - $220,021). Management believes the Company’s working capital is sufficient for the Company to meet its ongoing obligations and meet its objective of completing a Qualifying Transaction. There is no assurance that the Company can extend accounts payable on favourable terms, if at all.

RELATED PARTY TRANSACTIONS

Related parties include the Board of Directors, officers, close family members and enterprises that are controlled by these individuals as well as certain persons performing similar functions.

As at December 31, 2021 the directors and/or officers of the Company collectively control 1,340,000 (December 31, 2020 - 3,340,000) common shares of the Company or approximately 20.0% (December 31, 2020 - 49.6%) of the total common shares outstanding. The common shares held by the directors and/or officers are held in escrow.

During the year ended December 31, 2021, and while a former director was active on the board, the Company incurred $nil (year ended December 31, 2020 - $3,624), in legal fees, disbursements and harmonized sales tax to a law firm where a former officer of the Company is a partner.

During the year ended December 31, 2021, a corporation controlled by a director of the Company paid for certain invoices on behalf of the Company. As at December 31, 2021, the Company owed $53,247 (December 31, 2020 - $nil) to the corporation. The amount is unsecured, non-interest bearing, and due on demand.

OFF-BALANCE SHEET ARRANGEMENTS

The Company has no off-balance sheet arrangements.

ADDITIONAL INFORMATION OUTSTANDING SHARE DATA

As of the date of this MD&A, there are currently 6,740,000 common shares of the Company issued and outstanding, of which 3,740,000 common shares are held in escrow, 324,000 stock options, and 300,000 warrants outstanding.

Page | - 6 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

FUTURE ACCOUNTING POLICIES

Amendments to IFRS 3 “Business Combinations”

Amendments to IFRS 3 “Business Combinations” were issued in May 2020, and are effective on or after January 1, 2022, with earlier application permitted. The amendments update references within IFRS 3 to the 2018 Conceptual Framework and require that the principles in IAS 37 “Provisions, Contingent Liabilities and Contingent Assets” be used to identify liabilities and contingent assets arising from a business combination. Adoption of these amendments is not expected to have a significant impact on the Company’s audited financial statements.

RISKS AND UNCERTAINTIES

Investing in the common shares of the Company involves risk. Prospective investors should carefully consider the risks described below, together with all of the other information included in this MD&A before making an investment decision. If any of the following risks actually occurs, the business, financial condition or results of operations of the Company could be harmed. In such an event, the trading price of the common shares could decline and prospective investors may lose part or all of their investment.

No Operating History

The Company has not commenced commercial operations and has no assets other than cash. The Company has neither a history of earnings nor has it paid any dividends and it is unlikely to produce earnings or pay dividends in the immediate or foreseeable future. Until completion of a Qualifying Transaction, the Company is not permitted to carry on any business other than the identification and evaluation of potential Qualifying Transactions. The Company has only limited funds with which to identify and evaluate potential Qualifying Transactions and there can be no assurance that the Company will be able to identify a suitable Qualifying Transaction. Even if a proposed Qualifying Transaction is identified, there can be no assurance that the Company will be able to successfully complete the transaction.

Possible Trading Suspension or Delisting

The Exchange may suspend from trading or delist the securities of the Company where the Company fails to comply with the policies of the Exchange. Suspension from trading of the common shares, and delisting of the common shares, will result in the regulatory securities authorities issuing an interim cease trade order against the Company.

Halt of Trading

Upon public announcement of a potential Qualifying Transaction, trading in the common shares of the Company will be halted and will remain halted until completion of a Qualifying Transaction, or sooner pursuant to Policy 2.4. Neither the Exchange nor any securities regulatory authority passes upon the merits of the potential Qualifying Transaction.

Exchange May Not Approve a Qualifying Transaction

Completion of a Qualifying Transaction is subject to a number of conditions including acceptance by the Exchange and in the case of a Non-Arm's Length Qualifying Transaction, Majority of the Minority Approval, as such terms are defined in Policy 2.4. Notwithstanding that a transaction may meet the definition of a Qualifying Transaction; the Exchange may not approve a Qualifying Transaction (a) if the Company fails to meet the initial listing requirements prescribed by Policy 2.1 – Initial Listing Requirements of the Exchange upon completion of a Qualifying Transaction; (b) if, following completion of a Qualifying Transaction, the Company will be a finance company or a mutual fund as defined under applicable securities laws; (c) the consideration proposed to be paid by the Company in connection with the Qualifying Transaction is not acceptable to the Exchange; or (d) for any other reason at the sole discretion of the Exchange.

Page | - 7 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

Approval by the Majority of the Minority

Where Majority of the Minority Approval is required, unless the shareholder has the right to dissent and be paid fair value in accordance with the applicable corporate or other law, a shareholder who votes against a proposed Non-Arm’s Length Qualifying Transaction for which Majority of the Minority Approval by shareholders has been given, will have no rights of dissent and no entitlement to payment by the Company of fair value for the common shares.

Dilution

If the Company issues treasury shares to finance acquisition or participation opportunities, control of the Company may change and subscribers may suffer dilution of their investment.

Reliance on Management

The Company is relying solely on the past business success of its directors and officers to identify a Qualifying Transaction of merit. The success of the Company is dependent upon the efforts and abilities of its directors and officers. The loss of any of its directors or officers could have a material adverse effect upon the business and prospects of the Company.

Directors and Officers

The directors and officers of the Company will not be devoting all of their time to the affairs of the Company but will be devoting such time as required to effectively manage the Company. Some of the directors and officers of the Company are engaged and will continue to be engaged in the search for assets or businesses on their own behalf or on behalf of others such that conflicts may arise from time to time. As a consequence of such conflicts, the Company may be exposed to liability and its ability to achieve its business objectives may be impaired.

Additionally, directors and officers of the Company may also serve as directors and/or officers of other reporting issuers from time to time.

The Company has not purchased "key-man" insurance, nor has it entered into non-competition and non- disclosure agreements with management and has no current plans to do so.

Foreign Acquisition

In the event the Company identifies a foreign business as a proposed Qualifying Transaction, investors may find it difficult or impossible to effect service or notice to commence legal proceedings upon any management resident outside of Canada or upon the foreign business and may find it difficult or impossible to enforce against such persons, judgments obtained in Canadian courts.

Loans or Advances

Subject to prior acceptance from the Exchange, the Company may be permitted to loan or advance up to an aggregate of $250,000 ($25,000 without prior Exchange approval) of its proceeds to a target business without requiring shareholder approval and there can be no assurance that the Company will be able to recover the loan or advance.

Page | - 8 -

Logica Ventures Corp. (a Capital Pool Company) Management's Discussion and Analysis Year Ended December 31, 2021 Dated - April 11, 2022

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

		Year	ended	ended
		December 31,
		2021		2020
Expenses
Professional fees	$	40,208	$	61,629
Filing fees		24,283		33,969
Rent		-		11,300
Office expenses		-		5,954
Net loss and comprehensive loss
for theyears ended	$	64,491	$	112,852

Page | - 9 -