Sylla GOLD Announces Closing of First Tranche of Private Placement of Units FOR Gross Proceeds of $2,399,500.
Sylla Gold Corp
1550 Bedford Highway, Suite 802
Bedford, Nova Scotia, Canada B4A 1E6
(902) 233-4381
SYLLA GOLD ANNOUNCES CLOSING OF FIRST TRANCHE OF
PRIVATE PLACEMENT OF UNITS FOR GROSS PROCEEDS OF $2,399,500.
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR
FOR DISSEMINATION IN THE UNITED STATES
March 2, 2022 – Bedford, Nova Scotia – Sylla Gold Corp. (NEX: SYG.H) (the “Company”) is pleased
to announce that, further to its press release of January 27, 2022, it has closed the first tranche of a non-
brokered private placement through the issuance of 11,997,500 units (each, a “Unit”) at a price of $0.20
per Unit for aggregate gross proceeds of $2,399,500 (the “Offering”). Each Unit is comprised of one
common share (each, a “Common Share”) in the capital of the Company and one Common Share purchase
warrant (each, a “Warrant”). Each Warrant entitles the holder thereof to acquire one Common Share at a
price of $0.32 per Common Share for a period of two (2) years from the closing of the Offering.
In connection with the closing of the first tranche of the Offering, the Company paid certain eligible persons
(the “ Finders”) a cash commission of $ 130,600 and issued 64 0,000 broker warrants (each, a “Broker
Warrant”). Each Broker Warrant entitles the holder thereof to acquire one Common Share at an exercise
price of $0.32 per Common Share for a period of two (2) years from the closing of the Offering.
All securities issued pursuant to the Offering are subject to a hold period of four months plus a day from
the date of issuance and the resale rules of applicable securities legislation. The proceeds from the Offering
will be used by the Company for corporate and general working capital purposes, exploration and to satisfy
payables. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt
of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities
in the United States. The securities have not been and will not be registered under the United States
Securities Act of 1933, as amended (the “U.S. Securities Act”) or any state securities laws and may not be
offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act
and applicable state securities laws or an exemption from such registration is available.
The Offering constituted a “related party transaction” as defined in Multilateral Instrument 61 -101 –
Protection of Minority Securityholders in Special Transactions (“MI 61-101”), as insiders of the Company
subscribed for an aggregate of 1,005,000 Units. T he Company is relying on the exemptions from the
valuation and minority shareholder approval requirements of MI 61- 101 contained in sections 5.5(b) and
5.7(1)(b) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the
Units being issued to insiders in connection with the Offering does not exceed $2,500,000, as determined
in accordance with MI 61-101. The Company did not file a material change report in respect of the related
party transaction at least 21 days before the closing of the Offering, which the Company deems reasonable
in the circumstances in order to complete the Offering in an expeditious manner.
Pursuant to the Offering , Gregory Isenor subscribed for 930 ,000 Units of the Company. Prior to the
completion of the Offering, Mr. Isenor beneficially owned or controlled 2,047,100 Common Shares of the
Company, representing approximately 12.05% of the Company’s issued and outstanding Common Shares
on a non- diluted basis. Up on completion of the Offering , Mr. Isenor will beneficially own or control
2,997,100 Common Shares of the Company and 930,000 Warrants, representing approximately 10.27% of
the Company’s issued and outstanding Common Shares on a non- diluted basis and 13.06% on a partially
diluted basis. Depending on market and other conditions, or as future circumstances may dictate, Mr. Isenor
may from time to time increase or decrease his holdings of Common Shares or other securities of the
Company. A copy of the early warning report will be available on the Company’s issuer profile on SEDAR
at www.sedar.com.
For more information, please contact:
Regan Isenor
President and Chief Executive Officer
Tel: (902) 233-4381
Email: [email protected]
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture
Exchange) accepts responsibility for the adequacy or accuracy of this release.
This news release contains certain “forward-looking information” within the meaning of applicable securities laws. Forward
looking information is frequently characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”,
“estimate”, “may”, “will”, “would”, “potential”, “proposed” and other similar words, or statements that certain events or
conditions “may” or “will” occur. These statements are only predictions. Forward-looking information is based on the opinions
and estimates of management at the date the information is provided, and is subject to a variety of risks and uncertainties and other
factors that could cause actual events or results to differ materially from those projected in the forward-l ooking information. For
a description of the risks and uncertainties facing the Company and its business and affairs, readers should refer to the Company’s
Management’s Discussion and Analysis. The Company undertakes no obligation to update forward-looking information if
circumstances or management’s estimates or opinions should change, unless required by law. The reader is cautioned not to place
undue reliance on forward-looking information.