Sylla GOLD Announces Loans
Sylla Gold Corp
1550 Bedford Highway, Suite 802
Bedford, Nova Scotia, Canada B4A 1E6
(902) 233-4381
SYLLA GOLD ANNOUNCES LOANS
February 7, 2025 – Bedford, Nova Scotia – Sylla Gold Corp. ( "Sylla" or the "Company") (TSXV:
SYG) (OTCQB:SYGCF) announces it has issued unsecured non- interest bearing promissory notes (the
"Promissory Notes") in the aggregate of $97,500 (the "Principal Amount"), to arm's length and non-arm's
length creditors of the Company ( collectively, the "Creditors"). The Promissory Notes are payable upon
receipt of a demand notice by the holder and the Principal Amounts were used by the Company for general
working capital purposes.
The Promissory Notes remain subject to receipt of all necessary regulatory approvals, including the
approval of the TSX Venture Exchange.
The issuance of the Promissory Notes constitutes a related party transaction within the meaning of TSX
Venture Exchange Policy 5.9 and Multilateral Instrument 61-101 – Protection of Minority Security Holders
in Special Transactions ("MI 61-101") as certain Creditors are directors and/or officers of the Company.
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)(a) of MI 61-101, as the Company is not
listed on a specified market and the Principal Amount of the Promissory Notes held by the insiders do not
exceed 25% of the market capitalization of the Company in accordance with MI 61-101. The Company did
not file a material change report more than 21 days before the issuance of the Promissory Notes as the
Company wished to close on an expedited basis.
This press release does not constitute an offer to sell or a solicitation of an offer to buy 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 as defined under applicable United States securities laws
unless registered under the U.S. Securities Act and applicable state securiti es laws or an exemption from
such registration is available.
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.
Certain statements contained in this news release constitute forward-looking information under applicable
Canadian, United States and other applicable securities laws, rules and regulations, including, without
limitation, statements with respect to the completion of the Acquisition, the conditions to the completion of
the Acquisition that must be fulfilled and the anticipated benefits and advantages of the Acquisition. These
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statements relate to future events or future performance. The use of any of the words " could", "intend",
"expect", "believe", "will", "projected", "estimated" and similar expressions and statements relating to
matters that are not historical facts are intended to identify forward-looking information and are based on
The Company's current beliefs or assumptions as to the outcome and timing of such future events. There
can be no assurance that such statements will prove to be accurate, as the Company’s actual results and
future events could differ materially from those anticipated in these forward -looking statements. Factors
that could cause actual results and fut ure events to differ materially from those anticipated in these
forward-looking statements include the risks, uncertainties and other factors and assumptions made with
regard to the Companie's ability to complete the proposed Acquisition; the Companie's ab ility to secure
the necessary legal and regulatory approvals required to complete the Acquisition and the estimated costs
associated with the advancement of the Property. Important factors that could cause actual results to differ
materially from the Compa nie's expectations include risks associated with the business of the Company;
risks related to the satisfaction or waiver of certain conditions to the closing of the Acquisition; non -
completion of the Acquisition; risks related to exploration and potential development of the Property;
business and economic conditions in the mining industry generally; the impact of COVID -19 on the
Companies’ business; fluctuations in commodity prices and currency exchange rates; uncertainties relating
to interpretation of dr ill results and the geology, continuity and grade of mineral deposits; the need for
cooperation of government agencies and indigenous groups in the exploration and development of
properties and the issuance of required permits; the need to obtain additional financing to develop
properties and uncertainty as to the availability and terms of future financing; the possibility of delay in
exploration or development programs and uncertainty of meeting anticipated program milestones;
uncertainty as to timely avai lability of permits and other governmental approvals; and other risk factors
as detailed from time to time and additional risks identified in the Company's filings with Canadian
securities regulators on SEDAR+ in Canada (available at www.sedarplus.ca).. Various assumptions or
factors are typically applied in drawing conclusions or making the forecasts or projections set out in
forward-looking information. Those assumptions and factors are based on information currently available
to the Company. The forward- looking information contained in this news release is made as of the date
hereof and the Company undertakes no obligation to update or revise any forward- looking information,
whether as a result of new information, future events or otherwise, except as req uired by applicable
securities laws. Because of the risks, uncertainties and assumptions contained herein, investors should not
place undue reliance on forward- looking information. The foregoing statements expressly qualify any
forward-looking information contained herein.