Sylla Gold Announces Debt Settlement

Rhea-AI Summary

Sylla Gold (OTC: SYGCF) intends to settle $374,850 of indebtedness by issuing 6,243,000 common shares at $0.06 per share, subject to TSX Venture Exchange final acceptance and a four-month hold period.

The transaction is a related party settlement under MI 61-101; insiders will receive 3,457,000 shares. The company says it relied on exemptions from valuation and minority approval requirements because it is in financial difficulty.

Positive

• Reduces indebtedness by $374,850
• Avoids cash outflow by issuing equity instead of cash repayment

Negative

• Issues 6,243,000 common shares, causing shareholder dilution
• Insiders to receive 3,457,000 shares (related party transaction)

News Market Reaction

+38.34%

1 alert

+38.34% News Effect

On the day this news was published, SYGCF gained 38.34%, reflecting a significant positive market reaction.

Data tracked by StockTitan Argus on the day of publication.

Bedford, Nova Scotia--(Newsfile Corp. - February 3, 2026) - Sylla Gold Corp. (TSXV: SYG) (OTC Pink: SYGCF) ("Sylla" or the "Company") announces that it intends to settle an aggregate of $374,850 of indebtedness to certain creditors of the Company through the issuance of an aggregate of 6,243,000 common shares in the capital of the Company (the "Common Shares") at a price of $0.06 per Common Share (the "Debt Settlement"). The Common Shares issued pursuant to the Debt Settlement shall be subject to a four-month hold period and completion of the Debt Settlement remains subject to final acceptance of the TSX Venture Exchange.

The Debt Settlement is constituted "related party transactions" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as certain insiders of the Company will receive an aggregate of 3,457,000 Common Shares. The Company is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(g) and 5.7(1)(e) of MI 61-101, as the Company is in financial difficulty and the transaction is designed to improve the financial position of the Company, as determined in accordance with MI 61-101. The Company did not file a material change report in respect of the related party transaction at least 21 days before the closing of the Debt Settlement, which the Company deems reasonable.

The Debt Settlement was approved by the members of the board of directors of the Company who are independent for the purposes of the Debt Settlement, being all directors other than Messrs. Regan Isenor and Greg Isenor. No special committee was established in connection with the Debt Settlement, and no materially contrary view or abstention was expressed or made by any director of the Company in relation thereto.

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/282581

FAQ

What debt is Sylla Gold (SYGCF) settling on February 3, 2026?

Sylla Gold is settling an aggregate of $374,850 of indebtedness through share issuance. According to the company, the settlement will be made by issuing 6,243,000 common shares at $0.06 per share, subject to exchange acceptance.

How many Sylla Gold (SYGCF) shares will insiders receive in the debt settlement?

Insiders will receive an aggregate of 3,457,000 common shares under the settlement. According to the company, this portion classifies the transaction as a related party transaction under MI 61-101.

Will the Sylla Gold (SYGCF) debt settlement require shareholder approval?

The company relied on exemptions and did not obtain minority shareholder approval. According to the company, it relied on MI 61-101 exemptions because it is in financial difficulty and sought valuation and approval exemptions.

When will Sylla Gold's (SYGCF) debt-settlement shares be tradable?

The Common Shares will be subject to a four-month hold period before being tradable. According to the company, final closing remains subject to TSX Venture Exchange acceptance and applicable hold rules.

How does the Sylla Gold (SYGCF) debt settlement affect company cash flow?

The settlement conserves cash by replacing cash repayment with share issuance. According to the company, issuing shares for debt is designed to improve the company's financial position while avoiding immediate cash outflow.