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Sylla Gold Corp. (TSXV: SYG,OTC:SYGCF) (the "Company") is pleased to announce that, further to its press release of January 28, 2026, it has closed its previously announced non-brokered private placement through the issuance of 46,000,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of $2,300,000 (the "Offering"). Each Unit is comprised of one common share (each, a "Common Share") in the capital of the Company and one Common Share purchase warrant (each, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.05 per Common Share for a period of two (2) years from the date of issuance.
The net proceeds of the Offering are intended to be used to advance exploration and permitting objectives at the Company's Niaouleni Gold Project and for working capital and general corporate purposes, including, as applicable, the payment of accounts payable and the repayment of loans. More specifically, the proceeds are intended to support the renewal of the Company's flagship Deguefarakole licence, including approval of associated work programs, and to facilitate the exercise of option agreements on the remaining three licences within the Niaouleni land package. The consolidation of these licences is expected to enhance the Company's ability to advance the district-scale potential of Niaouleni, which is located in the Koulikoro Region of southwest Mali, a well-endowed gold belt proximal to several advanced-stage deposits and development projects.
In connection with the closing of the Offering, the Company paid aggregate cash finder's fees to certain eligible persons of $47,250 and issued an aggregate of 945,000 finder's warrants, each entitling the holder thereof to acquire one Common Share at a price of $0.05 per Common Share until February 25, 2028.
The Offering remains subject to final acceptance of the TSX Venture Exchange. All securities issued pursuant to the Offering are subject to a hold period of four months plus one day from the date of issuance and the resale rules of applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of 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 unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Offering constituted a "related party transaction" as defined in Multilateral Instrument 61-101 - Protection of Minority Securityholders in Special Transactions ("MI 61-101"), as an insider of the Company subscribed for an aggregate of 200,000 Units. 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)(b) of MI 61-101, as the Company is not listed on a specified market and the fair market value of the Units being issued to insiders in connection with the Offering does not exceed $2,500,000, 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 Offering, which the Company deems reasonable in the circumstances in order to complete the Offering in an expeditious manner.
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.
Not for Distribution in the United States
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/285370
