Sylla Gold Corp. — Proxy Solicitation & Information Statement 2021

May 10, 2021

SYLLA GOLD CORP.

802-1550 Bedford Highway Bedford, Nova Scotia B4A 1E6

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the “ Meeting ”) of the shareholders of Sylla Gold Corp. (the “ Company ”) will be held on Friday, June 4, 2021 , at the hour of 3:00 p.m. (Atlantic time), 802-1550 Bedford Highway, Bedford, Nova Scotia B4A 1E6, for the following purposes:

1. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the majority of the disinterested shareholders of the Company, approving and authorizing a debt settlement to an arm’s length and non-arm’s length creditor of the Company, as more fully described in the accompanying management information circular;

2. to consider and, if deemed advisable, to pass, with or without variation, an ordinary resolution of the majority of the disinterested shareholders of the Company, approving Gregory Isenor as a new “Control Person” of the Company, as such term is defined in the policies of the TSX Venture Exchange, as more fully described in the accompanying management information circular; and

3. to transact such other business as may properly come before the Meeting or any adjournments or postponements thereof.

COVID-19 GUIDANCE

In the context of the effort to mitigate potential risk to the health and safety associated with COVID-19 and in compliance with the orders and directives of the Government of Canada, the Province of Nova Scotia and the City of Halifax Regional Municipality, the shareholders are being discouraged from attending the Meeting in person. All shareholders are encouraged to vote on the matters before the Meeting by proxy in the manner set out herein and in the accompanying management information circular dated May 6, 2021 of the Company.

A shareholder wishing to be represented by proxy at the Meeting or any adjournment thereof must deposit his or her duly executed form of proxy with the Company’s transfer agent and registrar, Computershare Trust Company of Canada, Attention: Proxy Department, 100 University Avenue, 8th Floor, Toronto, Ontario M5J 2Y1 not later than 3:00 p.m. (Atlantic time) on Wednesday, June 2, 2021 or, if the Meeting is adjourned, not later than 48 hours, excluding Saturdays, Sundays and holidays, preceding the time of such adjourned meeting.

Shareholders who are unable to attend the Meeting in person, are requested to date, complete, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

The board of directors of the Company has by resolution fixed the close of business on Friday, April 30, 2021 as the record date, being the date for the determination of the registered holders of common shares of the Company entitled to receive notice of, and to vote at, the Meeting and any adjournment thereof.

The accompanying management information circular provides additional detailed information relating to the matters to be dealt with at the Meeting and is supplemental to, and expressly made a part of, this notice of special meeting. Additional information about the Company and its financial statements are also available on the Company’s profile at www.sedar.com.

DATED this 6[th] day of May, 2021.

BY ORDER OF THE BOARD

“J. François Lalonde” (signed) President, Chief Executive Officer and Director

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