Galactic Gold Corp. — Management Reports 2023

May 2, 2023

LOGICA VENTURES CORP. (A Capital Pool Company) MANAGEMENT'S DISCUSSION AND ANALYSIS

YEAR ENDED DECEMBER 31, 2022

(EXPRESSED IN CANADIAN DOLLARS)

INTRODUCTION

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, 2022 and 2021. 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, 2022 and 2021, 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 May 1, 2023, 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 forwardlooking 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. Forward-looking 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	RiskFactors
The Company expects to complete aQualifyingTransaction(definedbelow).	The Company expects to identify an assetor business to acquire and close aQualifyingTransaction,ontermsfavourable to the Company.	The Company's inability to find a target tocompleteaQualifyingTransaction,resulting in the Company remaining as apublic shell on the TSX-V trading board ofthe Exchange (defined below), for variousreasons including, without limitation, as aresult of a lack of financing or theconsequences of the COVID-19 pandemicon going public transactions.

Forward-lookingstatements	Assumptions	RiskFactors
TheCompany'sabilitytomeetits	The operating activities of the Company	Changesindebtandequitymarkets;
working capital needs at the current	forthetwelve-monthperiodending	timing and availability of external financing
levelforthetwelve-monthperiod	December 31,2023,andthecosts	onacceptableterms;ongoing
ending December 31, 2023.	associatedtherewith,willbeconsistent	uncertainties related to theCOVID-19
	with the Company's current expectations;	pandemic; increases in costs; regulatory
	debt and equity markets, exchange and	complianceandchangesinregulatory
	interestratesandotherapplicable	compliance and other local legislation and
	economic conditions are favourable to the	regulation; interest rate and exchange rate
	Company.	fluctuations;changesineconomicconditions.

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. 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 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. 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 qualifying transaction 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 qualifying transaction 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.

OPERATIONAL HIGHLIGHTS

On March 22, 2022 the Company announced the resignation of Munaf Ali as Chief Executive Officer and Mr. Thomas Tewoldemedhin as a director of the Company, effective March 7, 2022. The Company also announced the appointment of Mr. Ryan Roebuck as a director and Chief Executive Officer of the Company, Clayton Fisher as a director of the Company, and Dylan Pillay as Chief Financial Officer and Corporate Secretary of the Company.

On May 30, 2022, the Company announced that the Ontario Securities Commission has granted a full revocation of the cease trader order imposed by the Commission against the securities of the Corporation on May 6, 2021.

On June 13, 2022, the Company announces that in connection with the election of Ryan Roebuck as chief executive officer and director of the Corporation, Dylan Pillay as chief financial officer of the Corporation and Clayton Fisher as director of the Corporation (collectively, the "New Management") at the Corporation's annual and special meeting of shareholders held on April 7, 2022, the Company issued an aggregate of 150,000 common shares of the Company to the New Management at $0.10 per Common Share for aggregate gross proceeds of $15,000.

On June 14, 2022, the Company announced that it has entered into a letter of intent dated June 14, 2022 with Alpha Gold North Inc.

On September 19, 2022, the Company announced a proposed terms of a private placement for up to $3M in connection with qualifying Transaction.

On March 15, 2023, the company announced the resignation of Ryan Roebuck as the Chief Executive officer and Mr. Dylan Pillay as the Chief Financial officer of the Company. The Company also announced the appointment of Clayton Fisher as Chief Executive officer, Chief Financial Officer and Corporate Secretary of the Company, and Anthony Viele as an Independent director of the Company effective immediately.

Also, the Letter of Intent announced on June, 14, 2022 was terminated by Logica Ventures Corp and Alpha Gold North Inc. due to adverse market conditions.

Other than the foregoing, there are no other significant activities to report subsequent to year ended December 31, 2022.

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.

SELECTED ANNUAL FINANCIAL INFORMATION

	YearendedDecember31,2022	YearendedDecember31,2021	PeriodfromIncorporationtoDecember31,2020
Totalassets	8,253	224,802	224,802
Totalliabilities	101,765	138,878	74,387
Totalrevenues	nil	nil	nil
Net(loss)	(193,505)	(64,491)	(112,852)
Net(loss)pershare(basicanddiluted)	(0.06)	(0.02)	(0.04)

SELECTED QUARTERLY INFORMATION

		NetLoss
	NetRevenue	Total	Basic andDilutedLossper
ThreeMonthsEnded	($)	($)	Share ($)
December31,2022	-	58,923	0.02
September30,2022	-	12,487	0.00
June30,2022	-	109,991	0.04
March31,2022	-	12,104	0.00
December31,2021	-	19,713	0.00
September30,2021	-	5,501	0.00
June30,2021	-	26,529	0.01
March31,2021	-	12,748	0.00

FINANCIAL HIGHLIGHTS

Financial Performance

Three months ended December 31, 2022, compared with three months ended December 31, 2021

The Company's net loss totaled $58,923 for the three months ended December 31, 2022, with basic and diluted net loss per share of $0.02. This compares with a net loss of $19,713 with basic and diluted net loss per share of $0.00 for the three months ended December 31, 2021. The increase in the net loss of $39,210 was principally because of an increase an increase in professional fees of $56,200, as a result of the work done in relation to lifting the CTO, professional fees related to the LOI with AGN, and professional fees incurred to new management.

Year ended December 31, 2022, compared with year ended December 31, 2021

The Company's net loss totaled $193,505 for the year ended December 31, 2022, with basic and diluted net loss per share of $0.06. This compares with a net loss of $64,491 with basic and diluted net loss per share of $0.02 for the year ended December 31, 2021. The increase in the net loss of $129,014 was principally because of an increase in travel costs of $10,000 as the Company did not incur travel costs in the prior period, an increase in professional fees of $158,014 relating to the Company's operations, as a result of the work done in relation to lifting the CTO, professional fees related to the LOI with AGN, and professional fees incurred to new management.

Cash Flow

The Company had cash of $8,253 at December 31, 2022, compared to $224,802 at December 31, 2021, a change of $216,549, as a result of cash outflows ongoing operating activities of $230,618, and cash from financing activities of $14,069.

Cash outflows from operating activities of $230,618, was due to the net loss of $193,505 and affected by a decrease in accounts payables of $37,113.

The Company had cash inflows from financing activities of $14,069, which was related to the closing of the Company private placement to new management which raised gross proceeds of $15,000 and incurred closing costs of $931.

Liquidity and Financial Position

The Company manages its capital structure and adjusts 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'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.

As at December 31, 2022, the Company has accounts payable and accrued liabilities of $101,765 (December 31, 2021 - $138,878) due within 12 months, and cash of $8,253 (December 31, 2021 - $224,802). Management knows the Company's working capital to be negative, but they continue to identify and evaluate other opportunities that would enable them 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 favorable terms as they fall due.

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, 2022 the directors and/or officers of the Company collectively control 1,390,000 (December 31, 2021 - 1,340,000) common shares of the Company or approximately 19.45% (December 31, 2021 – 19.88%) of the total common shares outstanding.

During the year ended December 31, 2022, a corporation controlled by a director of the Company paid for certain invoices on behalf of the Company. As at December 31, 2022, the Company owed $nil (December 31, 2021 - $53,247) to the corporation. The amount is unsecured, non-interest bearing, and due on demand.

During the year ended December 31, 2022, consulting services totaling $15,000 (December 31, 2021 - $nil) were charged by directors of the Company.

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 6,890,000 common shares of the Company issued and outstanding, of which 3,740,000 common shares are held in escrow, and 324,000 stock options.

ACCOUNTING POLICIES ADOPTED

Amendments to IFRS 9 "Financial Instruments"

During the year ended December 31, 2022, the Company adopted amendments to IFRS 9. These amendments did not have any material impact on the Company's financial statements.

RISKS AND UNCERTAINTIES

An investment in the securities of the Company is highly speculative and involves numerous and significant risks. Such investments should be undertaken only by investors whose financial resources are sufficient to enable them to assume these risks and who have no need for immediate liquidity in their investment. Prospective investors should carefully consider the risk factors that have affected, and which in the future are reasonably expected to affect, the Company and its financial position. Please refer to the section entitled "Risk and Uncertainties" in the Company's annual management's discussion & analysis for the fiscal year ended December 31, 2021, available on SEDAR at www.sedar.com, and the additional risk factors below as a result of the Amalgamation.

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

Expenses	December31,		December31,
		2022		2021
Professionalfees	$	158,014	$	40,208
Filingfees	$	24,410	$	24,283
Travel	$	10,000	$	-
Officeexpenses	$	1,081	$	-
Total	$	193,505	$	64,491