Sylla Gold Announces Closing of Second and Final Tranche of Private Placement of Units

Sylla Gold Corp. (TSXV: SYG) (the "Company") is pleased to announce that, further to its press release of September 5, 2023, it has closed the second and final tranche of its previously announced non-brokered private placement through the issuance of 4,200,000 units (each, a "Unit") at a price of $0.05 per Unit for gross proceeds of $210,000 (the "Offering"). The aggregate gross proceeds raised pursuant to the Offering was $452,500 through the issuance of an aggregate of 9,050,000 Units. Each Unit is comprised of one common share (each, a "Common Share") in the capital of the Company and one-half of one Common Share purchase warrant (each whole warrant, a "Warrant"). Each Warrant entitles the holder thereof to acquire one Common Share at a price of $0.10 per Common Share for a period of eighteen (18) months from the date of issuance.

All securities issued pursuant to the Offering 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 net proceeds raised under the Offering will be used for the exploration and advancement of the Company's Niaouleni Gold Project and for general corporate and working capital purposes. The closing of the Offering is subject to certain conditions including, but not limited to, the receipt of all necessary regulatory and other approvals, including the approval of the TSX Venture Exchange.

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 insiders of the Company subscribed for an aggregate of 2,000,000 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 TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

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Sylla Gold SYG:CA TSXV:SYG Precious Metals Investing

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Sylla Gold Amends Share Purchase Agreement to Acquire District Scale Land Package in Namibian Gold Belt

Sylla Gold Corp. (TSXV: SYG) ("Sylla" or the "Company") announces that it has amended the share purchase agreement (the "Agreement") with Namibia Critical Metals. ("NMI") to acquire four gold properties located in Namibia as announced on March 4, 2024. Under the agreement, Sylla is to acquire NMI's 95% interest in its Namibian subsidiaries that own the rights, title and interest to the Grootfontein, Erongo, Otjiwarongo, and Kaoko licences, (Figure 1) and certain associated assets.

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The Consolidation is subject to the approval of the TSX Venture Exchange, applicable securities regulatory authorities, and the approval of the shareholders of the Company. The Company anticipates that it will hold its annual and special shareholder meeting in May, 2024.

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Regan Isenor, President and CEO of Sylla, commented, "the Company is very pleased to acquire such an extensive land package of prospective ground in a truly emerging gold district. The Central Namibian Gold Belt continues to produce world class gold operations as well as new discoveries and we're looking forward to unlocking the value in these licences by applying some of the knowledge gained from the recent discoveries in the district. The licences Sylla is acquiring were assembled in proximity and on strike of significant operating gold mines and recent discoveries in favorable geology conducive to mineralization."

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By terminating the exclusivity agreement, the Company is now free to pursue multiple strategic opportunities (including partnerships, joint ventures and financings) that have emerged since the announcement of its recent iron ore discovery. Following that announcement, Zodiac Gold has received substantial interest from multiple parties regarding these high-potential assets. The Company intends to evaluate these opportunities with a view towards identifying how to best leverage its iron ore assets in one or more transactions that will maximize shareholder value. In parallel, Zodiac Gold intends to continue to build on the exploration success of its recently completed Alasala and Arthington drilling programs at its Todi Project.

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Not for distribution to United States newswire services or for dissemination in the United States.

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Symbol	Tier	Company	Failure to File	Period Ending (Y/M/D)
AALI	2	ADVANCE LITHIUM CORP.	Annual audited financial statements for the year.	2023-05-31
			Annual management's discussion and analysis for the year.	2023-05-31
			Certification of annual filings for the year.	2023-05-31

Symbol	Tier	Company	Failure to File	Period Ending (Y/M/D)
DGTL	2	DGTL HOLDINGS INC.	Annual audited financial statements for the year.	2023/05/31
			Annual management's discussion and analysis for the year.	2023/05/31
			Certification of annual filings for the year.	2023/05/31

Insider / Pro Group Participation:

Placees	# of Placee (s)	Aggregate # of Shares

Aggregate Existing Insider Involvement:	1	400,000
Aggregate Pro Group Involvement:	2	533,339

Non-Arm's Length Party / Pro Group Participation:

Creditors	# of Creditors	Amount Owing	Deemed Price per Share	Aggregate # of Shares

Aggregate Non-Arm's Length Party Involvement:	5	$ 724,324.57	$0.07	10,347,494
Aggregate Pro Group Involvement:	N/A	N/A	N/A	N/A

Insider / Pro Group Participation:

Placees	# of Placee (s)	Aggregate # of Shares

Aggregate Existing Insider Involvement:	3	3,350,000
Aggregate Pro Group Involvement:	1	500,000

Hole	From (m)	To (m)	Length (m)	Au (g/t)	Ag (g/t)	Cu (%)	AuEq (g/t) ¹	ZONE
	87.0	87.8	0.8	0.144	16.9	0.20	0.522
	124.2	144.7	20.5	0.512	1.7	0.00	0.481
incl	138.0	143.2	5.2	1.413	1.0	0.00	1.283
	151.4	152.3	0.9	1.300	5.8	0.01	1.232
CR-24-001	214.0	220.0	6.0	0.040	3.5	0.11	0.198
	239.3	241.3	2.0	0.465	34.3	0.40	1.196
	265.6	267.0	1.4	0.100	12.9	0.07	0.293
	328.5	330.6	2.1	0.469	28.1	0.19	0.910
	347.3	348.3	1.0	0.370	32.6	0.16	0.824
CR-24-002	20.0	21.0	1.0	0.280	10.1	0.02	0.366
	276.8	281.5	4.7	0.190	4.8	0.00	0.221
	13.9	33.0	19.1	0.394	9.9	0.39	0.887	Green Manalishi
CR-24-003	76.0	90.0	14.0	0.097	21.9	0.14	0.455	GM2
	96.0	97.0	1.0	0.274	11.6	0.12	0.488
	101.0	102.0	1.0	0.199	7.7	0.11	0.379
	3.0	4.5	1.5	0.367	11.1	0.39	0.872
	12.0	33.0	21.0	0.179	8.4	0.39	0.686	Green Manalishi
incl	20.0	25.5	5.5	0.543	22.1	0.98	1.806	Green Manalishi
CR-24-004	76.3	88.0	11.7	0.016	2.8	0.02	0.065	GM2
	94.5	95.5	1.0	0.165	6.5	0.98	1.319
	118.5	119.5	1.0	0.552	23.6	0.07	0.806
	9.3	32.0	22.7	0.116	3.3	0.19	0.349	Green Manalishi
incl	20.7	25.3	4.6	0.420	6.3	0.46	0.957	Green Manalishi
CR-24-005	96.0	99.0	3.0	0.042	4.6	0.04	0.131	GM2
	140.0	141.5	1.5	0.079	13.9	0.04	0.253
	192.0	193.5	1.5	1.790	30.4	0.00	1.908
	24.0	28.2	4.2	0.031	1.7	0.10	0.152	GM3
CR-24-006	54.0	60.7	6.7	0.097	2.7	0.11	0.242	Green Manalishi
	98.5	100.0	1.5	0.279	12.8	0.03	0.404
	17.0	25.5	8.5	0.141	3.1	0.12	0.297	GM3
CR-24-007	47.7	49.3	1.6	0.161	9.3	0.16	0.417
	56.8	58.3	1.5	5.440	21.1	1.89	7.224	Green Manalishi
	66.7	68.0	1.3	0.048	8.5	0.24	0.394
	12.0	14.0	2.0	0.068	5.0	0.02	0.128
	37.0	44.0	7.0	0.038	12.2	0.02	0.168	GM3
CR-24-008	58.0	76.0	18.0	0.083	2.3	0.06	0.160	Green Manalishi
incl	71.3	76.0	4.7	0.159	6.1	0.17	0.389	Green Manalishi
	86.0	87.0	1.0	2.250	5.6	0.13	2.220
CR-24-009	6.0	26.5	20.5	0.053	4.3	0.05	0.144	GM2

No Hole	UTM Nad83 Zone 9		Elevation (m)	Azimuth	Dip	Length (m)
No Hole	Easting	Northing	Elevation (m)	Azimuth	Dip	Length (m)
CR-24-001	539084	6071504	1910	320	-50	447
CR-24-002	539084	6071504	1910	270	-50	381
CR-24-003	539720	6071515	1847	270	-45	200
CR-24-004	539720	6071515	1847	250	-50	204
CR-24-005	539720	6071515	1847	230	-50	216
CR-24-006	539795	6071509	1826	270	-45	252
CR-24-007	539795	6071509	1826	242	-45	255
CR-24-008	539795	6071509	1826	305	-45	135
CR-24-009	539605	6071520	1851	275	-45	139

Sylla Gold Announces Closing of Second and Final Tranche of Private Placement of Units

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