Sylla GOLD Corp. Reminds Shareholders of Upcoming Meeting
SYLLA GOLD CORP. REMINDS SHAREHOLDERS OF UPCOMING MEETING
May 28, 2021 – Bedford, Nova Scotia – Sylla Gold Inc. (NEX: SYG.H) (the “Company”) would like to
remind shareholders of the upcoming special meeting of the shareholders of the Company to be held on
Friday, June 4, 2021, at 3:00 in the afternoon at 802-155- Bedford Highway, Nova Scotia. The meeting is
being held to approve the settlement of an aggregate of $491,057.90 of indebtedness owing to arm’s length
and non-arm’s length creditors through the issuance of an aggregate of 1,964,232 common shares (each, a
“Common Share”) in the capital of the Company and approving Greg Isenor, the Chief Financial Officer
and a director of the Company, as a control person of the Company.
The Company has been inactive for several years and management determined to reduce the Company’s
indebtedness to clean up the Company’s balance sheet with the intention to identify transactions to enhance
shareholder value. The Company has not established a definitive timel ine with respect to identifying and
completing a transaction, however, reducing the Company’s indebtedness is the initial step in this process.
Of the $491,057.90 of indebtedness being settled, $205,000 is owed to Gregory Isenor, a non-arm’s length
creditor of the Company . This amount represents management fees owing to Mr. Isenor and various
advances made by Mr. Isenor to the Company which were accrued but could not be paid due to the
Company’s lack of financial resources. Mr. Isenor will receive 820,000 Common Shares for these accrued
management fees and loans at a deemed price of $0.25 per Common Shares. The market price of the
Common Shares on February 4, 2021, being the date the debt settlement was agreed to, was $0.03, and the
Common Shares were consolidated on April 23, 2021, resulting in an effective market price of $0.15. This
results in Mr. Isenor receiving Common Shares having a value of $123,000, and effectively foregoing
$82,000 of value in connection with his portion of the debt settlement. The NEX board of the TSX Venture
Exchange has conditionally approved the settlement of debt, subject to receipt of disinterested shareholder
approval at the upcoming special meeting of shareholders to be held on June 4, 2021.
In connection with the Debt Settlement, a written resolution of the board of directors was executed by all
of the directors of the Company, with Mr. Isenor’s signature being necessary to ensure compliance with
Section 117(1) of the Canada Business Corporations Act (the “ Act”), and not a vote in favour of the
resolution in accordance with Section 120(5) of the Act. No materially contrary vote was expressed by any
of the directors who executed the resolution. The board of directors, including the independent directors,
acting in good faith, determined that the terms of the settlement of the debt are reasonable in the Company’s
circumstances.
Pursuant to Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special
Transactions (“MI 61-101”), the portion of the debt settlement involving Mr. Isenor, who is the Chief
Financial Officer and a director of the Company, is a “related party transaction” as he will be receiving
Common Shares in settlement of the debt owing to him. Accordingly, pursu ant to MI 61- 101, the Debt
Settlement is subject to the minority shareholder approval and the formal valuation requirements of MI 61-
101. The Company has not received any valuations with respect to the indebtedness and is relying on the
exemption from the valuation requirement set out in Section 5.5(b) of MI 61- 101, due to the fact that that
the Company is not listed on one of the specified markets set out in Section 5.5(b) of MI 61- 101. As set
out above, the Company will be seeking the approval of the di sinterested shareholders at the upcoming
meeting. Pursuant to the minority shareholder approval requirements of MI 61- 101, the votes attached to
Common Shares held by Mr. Isenor or his associates will be excluded from voting on the settlement of
indebtedness. Based on information provided to the Company, votes attaching to an aggregate of 1,227,100
Common Shares, representing approximately 23.37% of the issued and outstanding Common Shares, will
be excluded from voting on the settlement of indebtedness. Pursuant to MI 61 -101, the resolution
approving the settlement of the indebtedness must be approved by a simple majority of affirmative votes
cast by the shareholders, other than votes attaching to Common Shares held by Mr. Isenor and his
associates. In addition, under the policies of the TSXV, the votes attaching to Common Shares held by Mr.
John Cummings, an arm’s length creditor of the Company, will be exclude from voting on the settlement
of debt due to the fact he was an insider of the Company at the time his indebtedness arose.
For more information, please contact:
J. Francois Lalonde
Chief Executive Officer
Tel: (902) 832-5555
Email: [email protected]
Neither 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 forward-looking information which is not comprised of historical facts. Forward-looking information
is characterized by words such as “plan”, “expect”, “project”, “intend”, “believe”, “anticipate”, “estimate” and other similar
words, or statements that certain events or conditions “may” or “will” occur. Forward-looking information involves risks,
uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed
or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-
looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodi ty
prices, delays in obtaining required regulatory or governmental approvals, and includes those risks set out in the Company’s
management’s discussion and analysis as filed under the Company’s profile at www.sedar.com . Forward-looking information in
this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including
that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes
that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue
reliance should not be placed on such information. The Company disclaims any intention or obligation to upd ate or revise any
forward-looking information, other than as required by applicable securities laws.