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

Rhea-AI Summary

Sylla Gold has amended its share purchase agreement with Namibia Critical Metals to acquire four gold properties in Namibia. The properties are located in Grootfontein, Erongo, Otjiwarongo, and Kaoko. The acquisition involves Sylla acquiring 95% interests in NMI's Namibian subsidiaries for 3,000,000 common shares at $0.05 per share and a $100,000 cash payment. The closing date is extended to August 31, 2024. Approval from the TSX Venture Exchange and regulatory bodies is pending.

Positive

• Expansion of Sylla Gold's asset portfolio with four gold properties in Namibia.
• Low dilution with issuance of 3,000,000 shares at $0.05 per share.
• Extension of the closing date allows more time for regulatory approvals.
• Potential for increased gold production and revenue from new properties.

Negative

• Issuance of 3,000,000 shares may dilute existing shareholder value.
• Acquisition is contingent on receiving multiple regulatory approvals, which may delay the process.
• Statutory hold period of four months and one day for securities issued might affect liquidity.

Bedford, Nova Scotia--(Newsfile Corp. - June 13, 2024) - 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.

Figure 1

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Terms of the Agreement

As consideration for the Acquisition, the Company shall: (i) issue the Vendor 3,000,000 common shares (each, a "Common Share") in the capital of the Company at a deemed issuance price of $0.05 per Common Share; and (ii) shall pay an aggregate cash payment of $100,000 to the Vendor. The closing date of the transaction has been amended and extended to no later than August 31, 2024. All other terms of the agreement remain in full force and effect.

The Acquisition is subject to the satisfaction (or waiver) of a number of conditions precedent, including, but not limited to receipt of all regulatory approvals and the acceptance of the TSX Venture Exchange. All securities issued pursuant to the Acquisition will be subject to a statutory hold period of four months and one day from the issuance thereof, as applicable, in accordance with applicable securities laws.

Qualified Person Statement

All scientific and technical information contained in this news release was prepared and approved by Gregory Isenor, P.Geo., Director of Sylla Gold Corp. who is a Qualified Person as defined in NI 43-101.

For more information, please contact:

Regan Isenor
President and Chief Executive Officer
Tel: (902) 233-4381
Email: risenor@syllagold.com

Neither 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 forward-looking information which is not comprised of historical facts. Forward-looking information is characterized by words such as "plan", "expect", "project", "intend", "believe", "anticipate", "estimate" and other similar words, or statements that certain events or conditions "may" or "will" occur. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, and opportunities to differ materially from those expressed or implied by such forward-looking information. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, changes in the state of equity and debt markets, fluctuations in commodity prices, delays in obtaining required regulatory or governmental approvals, and includes those risks set out in the Company's management's discussion and analysis as filed under the Company's profile at www.sedar.com. Forward-looking information in this news release is based on the opinions and assumptions of management considered reasonable as of the date hereof, including that all necessary governmental and regulatory approvals will be received as and when expected. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information. The Company disclaims any intention or obligation to update or revise any forward-looking information, other than as required by applicable securities laws.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/212834

FAQ

What properties is Sylla Gold acquiring in Namibia?

Sylla Gold is acquiring gold properties located in Grootfontein, Erongo, Otjiwarongo, and Kaoko.

What is the closing date for Sylla Gold's acquisition?

The closing date for the acquisition is extended to August 31, 2024.

How many shares will Sylla Gold issue for the acquisition?

Sylla Gold will issue 3,000,000 common shares at a deemed price of $0.05 per share.

What is the cash payment involved in Sylla Gold's acquisition?

Sylla Gold will make a cash payment of $100,000 to Namibia Critical Metals.

What regulatory approvals are needed for Sylla Gold's acquisition?

The acquisition is subject to the acceptance of the TSX Venture Exchange and other regulatory approvals.