Sylla Gold to issue 6.24 million shares for debt

Executive Summary

• Sylla Gold Corp. is settling an aggregate debt of $374,850 by issuing 6,243,000 common shares to creditors.
• The transaction is structured as a related party transaction under Multilateral Instrument 61-101, with insiders receiving 3,457,000 shares.
• The company is relying on specific exemptions from valuation and minority shareholder approval requirements due to financial difficulty, aiming to improve its financial position.

Key Details

• Debt Amount Settled: $374,850.
• Shares Issued: 6,243,000 common shares.
• Price Per Share: $0.06 CAD.
• Hold Period: The issued shares are subject to a four-month hold period.
• Regulatory Approval: Completion is subject to final acceptance by the TSX Venture Exchange.
• Related Party Component: Insiders (Regan Isenor and Greg Isenor) will receive an aggregate of 3,457,000 common shares as part of the settlement.
• Regulatory Exemptions: The company relies on exemptions from valuation and minority shareholder approval requirements under sections 5.5(g) and 5.7(1)(e) of MI 61-101, citing financial difficulty and the intent to improve the company's financial position.
• Board Approval: Approved by independent directors (excluding Regan Isenor and Greg Isenor). No special committee was established, and no materially contrary views were expressed by directors.
• Disclosure Timing: The company did not file a material change report 21 days prior to closing, deeming this reasonable under the circumstances.