Logica Ventures Corp. (TSXV:LOG.P) entered into a letter of intent to acquire Alpha Gold North Inc. on June 14, 2022. Pursuant to the proposed transaction, the company will acquire 100% of the issued and outstanding shares of AGN on a share exchange ratio of one company common share for one AGN common share. The proposed transaction is expected to be completed by way of a three cornered amalgamation or other similarly structured transaction which will result in AGN becoming a wholly-owned subsidiary of the company. Upon completion of the proposed transaction, it is expected that the resulting entity will carry on the business previously carried on by AGN.

The board and management of the resulting entity will be comprised of AGN nominees, and is expected to include Trumbull Fisher (chief executive officer and director), Alan Rootenberg (chief financial officer and director), Bob Metcalfe (independent director) and Clayton Fisher (independent director).

Completion of the proposed transaction will be subject to a number of conditions precedent set forth in the LOI, including, but not limited to: (i) the negotiation and execution of a definitive agreement on or before September 30, 2022; (ii) AGN's completion of certain share buyback transactions; (iii) approval of the shareholders of AGN and, if applicable, of the company; (iv) AGN's completion of a concurrent financing; and (v) receipt of all requisite regulatory and third party approvals, including conditional approval by the TSXV of the proposed transaction.

As of September 19, 2022, In connection with the Proposed Transaction, Logica and AGN have engaged Echelon Capital Markets (“Echelon”) as lead agent and sole bookrunner, along with a syndicate of agents including Red Cloud Securities Inc. (and together with Echelon, the “Agents”), to conduct concurrent “best efforts” private placement offering of up to CAD 3 million.

Logica Ventures Corp. (TSXV:LOG.P) cancelled the acquisition of Alpha Gold North Inc. on March 15, 2023.