Sylla GOLD Announces Closing of Second and Final Tranche of Private Placement of Units
Sylla Gold Corp
1550 Bedford Highway, Suite 802
Bedford, Nova Scotia, Canada B4A 1E6
(902) 233-4381
SYLLA GOLD ANNOUNCES CLOSING OF SECOND AND FINAL TRANCHE OF
PRIVATE PLACEMENT OF UNITS
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES
October 5, 2023 – Bedford, Nova Scotia – Sylla Gold Corp. ( TSXV: SYG) (the “ Company”) is pleased to
announce that, further to its press release of September 5, 2023, it has closed the second and final tranche of its
previously announced non -brokered private placement t hrough the issuance of 4,200,000 units (each, a “Unit ”) at a
price of $0.05 per Unit for gross proceeds of $210,000 (the “Offering”). The aggregate gross proceeds raised pursuant
to the Offering was $452,500 through the issuance of an aggregate of 9,050,000 Units. Each Unit is comprised of one
common share (each, a “Common Share”) in the capital of the Company and one-half of one Common Share purchase
warrant (each whole warrant, a “Warrant ”). Each Warrant entitles the holder thereof to acquire one Common S hare
at a price of $0.10 per Common Share for a period of eighteen (18) months from the date of issuance.
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 o f applicable securities legislation. The net proceeds raised under the O ffering will be
used for the exploration and advancement of the C ompany’s Niaouleni Gold Project and for general corporate and
working capital purposes. 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 of fered 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 2,000,000 Units. The 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 mar ket 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 2 1 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.
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 f actors that could cause actual events or results to
differ materially from those projected in the forward -looking 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.