LOG.P Logica Ventures Corp

Logica Ventures Corp. (“Logica” or the “Corporation”) (TSXV: LOG.P) is pleased to announce that, due to changes announced by the TSX Venture Exchange Inc. (the “Exchange”) to its Capital Pool Company program and changes to the Exchange’s Policy 2.4 – Capital Pool Companies, which became effective as at January 1, 2021 (the “New CPC Policy”), the Corporation intends to implement certain amendments to further align its policies with the New CPC Policy. Pursuant to the New CPC Policy, in order for the Corporation to align certain of its policies with the New CPC Policy it is required to obtain the approval of disinterested shareholders of the Corporation.

The Corporation submitted to shareholders for approval, as set out in detail in the Corporation’s management information circular (“Circular”) dated March 11, 2022, among other things, the removal of the consequences associated with the Corporation not completing a Qualifying Transaction (as such term is defined in the Exchange policies) within 24 months of its listing date (the “CPC Resolution”). The annual and special meeting of shareholders was held on April 7, 2022 (the “Meeting”) and all matters submitted to shareholders were approved.

At the Meeting, in addition to the approval of the CPC Resolution: (i) McGovern Hurley LLP was reappointed as the auditor of the Corporation; (ii) the Corporation’s stock option plan was approved; (iii) members of the board of directors, being Munaf Ali, Ryan Roebuck and Clayton Fisher were elected; and (iv) the appointment of Ryan Roebuck as chief executive officer and Dylan Pillay as chief financial officer of the Corporation was approved (however these appointments remain subject to regulatory approval).

Other Changes:

Under the New CPC Policy, the Corporation is permitted to implement certain other changes without obtaining shareholder approval. As a result, the Corporation wishes to have the option and may take advantage of certain or all of the changes under the New CPC Policy that do not require shareholder approval, which came into effective on January 1, 2021, including, but not limited to:

• removing the restriction that provided that no more than the lesser of 30% of the gross proceeds from the sale of securities issued by the Corporation and $210,000 may be used for purposes other than identifying and evaluating assets or businesses and obtaining shareholder approval for a proposed Qualifying Transaction, and implementing the restrictions on the permitted use of proceeds and prohibited payments under the New CPC Policy, under which reasonable general and administrative expenses not exceeding $3,000 per month are permitted;
• removing the restriction on the Corporation issuing new agent’s options in connection with a private placement; and
• removing the restriction such that now one person has the ability to act as the chief executive officer, chief financial officer and corporate secretary of the Corporation at the same time.

Notice on forward-looking statements:

This press release includes forward-looking statements regarding Logica which may include, but is not limited to, statements with respect to the completion of a Qualifying Transaction, the approval of the Exchange of implementation of certain matters under the New CPC Policy, the ability to obtain regulatory and shareholder approvals and other factors. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “is expected”, “expects”, “scheduled”, “intends”, “contemplates”, “anticipates”, “believes”, “proposes” or variations (including negative variations) of such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved. Such statements are based on the current expectations of management, and are based on assumptions and subject to risks and uncertainties (including the risk factors listed below). Although the management of the Corporation believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. The forward-looking events and circumstances discussed in this release may not occur by certain specified dates or at all and could differ materially as a result of known and unknown risk factors and uncertainties affecting the companies, including risks regarding failure to obtain regulatory or shareholder approvals, market conditions, economic factors, the equity markets generally and risks associated with growth and competition. Although Logica 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 cause actions, events or results to differ from those anticipated, estimated or intended. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, Logica undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

For further information please contact:

Logica Ventures Corp. Munaf Ali, DirectorTelephone: 416-831-3598Email: ir@logicaventures.com