Sylla Gold Announces Approval of Loans

Rhea-AI Summary

Sylla Gold Corp. (TSXV: SYG) (OTC: SYGCF) has received TSX Venture Exchange approval to issue 599,998 common shares at $0.015 per share related to unsecured promissory notes worth $45,000. The notes, dated June 6, 2025, carry a 7% annual interest rate and are due after June 6, 2026.

The loans were provided by both non-arm's length and arm's length lenders, with some being company directors and officers. The issued shares are subject to a four-month hold period. The transaction qualifies as a related party transaction under TSXV Policy 5.9 and MI 61-101, though the company is exempt from valuation and minority shareholder approval requirements.

Positive

• None.

Negative

• Small financing amount indicates potential cash constraints
• Related party transaction with company insiders as lenders suggests possible difficulties in securing external funding

News Market Reaction

+30.77%

1 alert

+30.77% News Effect

On the day this news was published, SYGCF gained 30.77%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Bedford, Nova Scotia--(Newsfile Corp. - July 25, 2025) - Sylla Gold Corp. (TSXV: SYG) (OTC Pink: SYGCF) ("Sylla" or the "Company") announces that, further to its press release of June 6, 2025, the TSX Venture Exchange (the "TSXV") has approved the issuance of 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, in connection with its unsecured promissory notes (the "Notes"), dated June 6, 2025, 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.

All Common Shares issued in connection with the Notes are 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 constitutes a related party transaction within the meaning of TSXV 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 fair market value of Note does not exceed 25% of the market capitalization of the Company in accordance with MI 61-101.

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/260139

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 become due after June 6, 2026, with lenders able to demand repayment any time after this date.

How many shares is Sylla Gold (SYGCF) issuing in connection with the promissory notes?

Sylla Gold is issuing 599,998 common shares at a deemed price of $0.015 per share in connection with the $45,000 promissory notes.

What is the hold period for the new shares issued by Sylla Gold (SYGCF)?

The common shares issued are subject to a hold period of four months plus one day from the date of issuance.

Why doesn't Sylla Gold (SYGCF) need minority shareholder approval for this transaction?

Sylla Gold is exempt from minority shareholder approval as the company is not listed on a specified market and the fair market value of the notes does not exceed 25% of the company's market capitalization.