Sylla Gold Announces Loans

Rhea-AI Summary

Sylla Gold Corp. (SYGCF) has issued unsecured promissory notes totaling $45,000 from both related and unrelated lenders. The notes carry a 7% annual interest rate and mature on June 6, 2026. As part of the transaction, the company will issue 599,998 common shares at $0.015 per share as a loan bonus. The funds will be allocated as follows: $36,000 for FY2024 audit, $4,000 for transfer agent services, and $5,000 for working capital. The share issuance is subject to regulatory approvals and a four-month hold period. The transaction constitutes a related party transaction as some lenders are company insiders, though exemptions from minority shareholder approval requirements apply as the loan amount is below 25% of market capitalization.

Positive

• None.

Negative

• Company required to take on debt financing for basic operational expenses like audit fees
• Share dilution through issuance of 599,998 new common shares
• Related party transaction involving company insiders as lenders raises governance concerns

Bedford, Nova Scotia--(Newsfile Corp. - June 6, 2025) - Sylla Gold Corp. (TSXV: SYG) (OTC Pink: SYGCF) ("Sylla" or the "Company") announces it has issued unsecured promissory notes (the "Notes") in the principal amount of $45,000 in connection with the loans (the "Loans") to the Company from non arm's length and arm's length lenders (collectively, the "Lenders"). The Notes bear interest at seven percent (7%) per annum and the Loans and any accrued interest owing pursuant to the Notes, shall become due and be paid in full on demand, which demand may be made by the Creditor at any time after June 6, 2026.

In connection with the Notes, the Company will issue to the Lenders an aggregate of 599,998 common shares (each, a "Common Share") in the capital of the Company at a deemed price of $0.015 per Common Share as a loan bonus. The Company intends to use the net proceeds from the Loans for: (i) approximately $36,000 for the audit for the financial year ended February 28, 2024; (ii) approximately $4,000 to the Company's transfer agent, for services rendered; and (iii) approximately $5,000 for general working capital purposes.

All Common Shares issued in connection with the Notes will be 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 issuance of the Common Shares remains subject to receipt of all necessary corporate and regulatory approvals, including the approval of the TSX Venture Exchange.

The issuance of the 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 Lenders 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 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 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 securities 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: risenor@syllagold.com

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-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.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/254789

FAQ

What is the interest rate and maturity date for Sylla Gold's (SYGCF) new promissory notes?

The promissory notes carry a 7% annual interest rate and mature on June 6, 2026.

How much did Sylla Gold (SYGCF) raise through the promissory notes and how will the funds be used?

Sylla Gold raised $45,000, with $36,000 allocated for FY2024 audit, $4,000 for transfer agent services, and $5,000 for working capital.

How many shares will Sylla Gold (SYGCF) issue as part of the loan bonus?

Sylla Gold will issue 599,998 common shares at a deemed price of $0.015 per share as a loan bonus.

Why is this considered a related party transaction for Sylla Gold (SYGCF)?

It's a related party transaction because some of the lenders are directors and/or officers of the company.