Sylla Gold Enters into Option Agreement to Acquire the Niaouleni Gold Project in Southern Mali
Sylla Gold Enters into Option Agreement to
Acquire the Niaouleni Gold Project in Southern
Mali
Bedford, Nova Scotia--(Newsfile Corp. - September 17, 2021) -
Sylla Gold Corp. (TSXV: SYG.H)
(the
"
Company
") is pleased to announce that, further to its press release of August 30, 2021, it has entered
into a definitive option agreement (the "
Option Agreement
") with Niaouleni Gold Inc. ("
Niaouleni
Gold
") and Niaouleni Gold Mali SARL ("
Niaouleni SARL
"), a wholly-owned subsidiary of Niaouleni
Gold, pursuant to which the Company has been granted an option (the "
Option
") to acquire an indirect
100% interest in one gold exploration permit (the "
Niaouleni Permit
") located in the Republic of Mali
(the "
Transaction
").
Niaouleni Project
The Niaouleni Project is 9,400 hectares in size and accessible by paved highway and includes extensive
artisanal mining activity within the interpreted extensions of gold bearing structures. Past exploration at
Niaouleni includes extensive reverse circulation (RC) and diamond drilling, which have identified several
structural gold-bearing zones that appear to extend from the adjacent Kobada gold deposit. Historical
exploration and drilling results are currently being compiled into a digital database and will be interpreted
for the purposes of designing a drilling program to further test these structural gold-bearing zones and
possibly extend them further.
Niaouleni Property Location
To view an enhanced version of this graphic, please visit:
https://orders.newsfilecorp.com/files/6472/96829_d49cee3264893b7f_001full.jpg
Details of the Agreement
In order to exercise the Option, the Company is required to make the following payments: (i) $50,000
upon receipt of approval of the TSX Venture Exchange (the "
TSXV
") for the Transaction (the "
Effective
Date
"), $50,000 on the first anniversary of the Effective Date, $100,000 on the second anniversary of the
Effective Date, and $500,000 on the third anniversary of the Effective Date; (ii) issue 1,000,000 common
shares in the capital of the Company (each, a "
Common Share
") on the Effective Date, issue
1,000,000 Common Shares on the first anniversary of the Effective Date, issue 2,000,000 Common
Shares on the second anniversary of the Effective Date, and issue 5,000,000 Common Shares on the
third anniversary of the Effective Date; and (iii) incur $ 1,380,000 in expenditures in respect of the
Niaouleni Permit over a three-year period.
In the event that the Option is exercised, the Company will grant a 3% net smelter returns royalty ("
NSR
")
in favour of Niaouleni Gold, subject to the ability of the Company to purchase up to 2% of the NSR
(resulting in the remaining NSR being at least 1%) for a purchase price of up to $2,000,000.
All of the Common Shares issued in connection with the Option Agreement are subject to a four-month
statutory hold period from the date of issue in accordance with applicable securities legislation. The
Transaction remains subject to approval of all regulatory and other approvals, including the approval of
the TSXV.
Related Party Transaction
Gregory Isenor, an insider, director and officer of the Company is also a director, officer and shareholder
of Niaouleni Gold and is considered an "insider" within the meaning of the policies of the TSXV.
Due to
Mr. Isenor's management positions and share ownership in both the Company and Niaouleni Gold, the
Transaction constitutes a "related party transaction" as defined in Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions
("
MI 61-101
"). Accordingly, pursuant to
MI 61-101, the Transaction 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.
The Company will be seeking the approval of the disinterested
shareholders at the upcoming annual and special meeting of shareholders to be held on October 20,
2021. 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 Transaction.
Based on information provided to the Company, votes attaching to an aggregate of 2,047,100 Common
Shares, representing approximately 12.12% of the issued and outstanding Common Shares, will be
excluded from voting on the Transaction.
Pursuant to MI 61-101, the resolution approving the Transaction
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.
The Option Agreement was
approved by the board of directors of the Company, with Mr. Isenor abstaining from voting on the
Transaction.
No materially contrary vote was expressed by any of the independent directors of the
Company.
Reactivation
It is intended that the Transaction will result in the reactivation of the Company pursuant to the regulations
of the TSXV, and the graduation of the Company from the NEX to a full listing of the Company upon
TSXV approval of the Transaction.
Qualified Person Statement
All scientific and technical information contained in this news release was prepared and approved by
Gregory Isenor, P.Geo., Director of Sylla Gold Corp. who is a Qualified Person as defined in NI 43-101.
For more information, please contact:
Regan Isenor
President and Chief Executive Officer
Tel:
(902) 233-4381
Email:
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 commodity 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 update or revise any forward-looking information, other than as required by
applicable securities laws.
To view the source version of this press release, please visit
https://www.newsfilecorp.com/release/96829