Sylla Gold closes $2.3-million private placement

Executive Summary

• Sylla Gold Corp. has closed its previously announced non-brokered private placement, issuing 46 million units for gross proceeds of $2.3 million.
• The offering was fully subscribed, with each unit consisting of one common share and one common share purchase warrant exercisable at $0.05 per share for two years.
• Net proceeds are designated for advancing exploration and permitting at the Niaouleni gold project in Mali, specifically to support the renewal of the Deguefarakole licence and exercise options on remaining licences in the land package.

Key Details

• Transaction Structure: Non-brokered private placement of units.
• Units Issued: 46,000,000 units.
• Price Per Unit: $0.05.
• Gross Proceeds: $2,300,000.
• Unit Composition: Each unit comprises one common share and one common share purchase warrant.
• Warrant Terms: Each warrant allows the holder to acquire one common share at an exercise price of $0.05 per share for a period of two years from the date of issuance.
• Use of Proceeds:
  • Advance exploration and permitting objectives at the Niaouleni gold project.
  • Working capital and general corporate purposes, including payment of accounts payable and repayment of loans.
  • Specifically supports the renewal of the Deguefarakole licence (including approval of associated work programs).
  • Facilitates the exercise of option agreements on the remaining three licences within the Niaouleni land package to consolidate the district-scale potential.
• Finders' Fees:
  • Aggregate cash fees paid: $47,250.
  • Aggregate finders' warrants issued: 945,000 warrants.
  • Finders' Warrant Terms: Each entitles the holder to acquire one common share at $0.05 per share until February 25, 2028.
• Regulatory Status:
  • Subject to final acceptance by the TSX Venture Exchange.
  • Securities subject to a hold period of four months plus one day from issuance.
  • Constituted a related-party transaction under Multilateral Instrument 61-101.
  • Insider subscription: 200,000 units.
  • Relied on exemptions from valuation and minority shareholder approval requirements under MI 61-101 (sections 5.5(b) and 5.7(1)(b)) as the company is not listed on a specified market and the fair market value of units issued to insiders did not exceed $2.5 million.
  • No material change report filed 21 days prior to closing, deemed reasonable to complete the offering expeditiously.