Sylla Gold Corp. — Proxy Solicitation & Information Statement 2024

May 3, 2024

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 Thursday, May 30, 2024 , 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, a special resolution to effect the consolidation of all of the issued and outstanding common shares of the Company on the basis of three (3) old common shares for one (1) new common share; and

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

The full text of the special resolutions referred to in item 1 above is attached to this notice as Exhibit "A".

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 Tuesday, May 28, 2024 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 Thursday, April 25, 2024 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 aww.sedarplus.ca.

DATED this 25[th] day of April, 2024.

BY ORDER OF THE BOARD

"Regan Isenor" (signed)

President, Chief Executive Officer and Director

EXHIBIT A SPECIAL RESOLUTIONS OF THE SHAREHOLDERS

OF

SYLLA GOLD CORP.

AMENDMENT TO ARTICLES - CONSOLIDATION

"BE IT RESOLVED AS A SPECIAL RESOLUTION THAT:

1. the directors of the Company be authorized to effect the consolidation (the " Consolidation ") of all of the issued and outstanding common shares without par value in the capital of the Company (the " Common Shares ") on the basis of three (3) old Common Shares for one (1) new Common Share (3:1);

2. any fractional Common Shares resulting from the Consolidation will be rounded down the nearest whole Common Share;

3. upon the Consolidation being effected, any officer or director of the Company is authorized to cancel (or cause to be cancelled) any certificates evidencing the existing Common Shares and to issue (or cause to be issued) certificates representing the new Common Shares to the holders thereof;

4. the directors of the Company, in their sole and complete discretion, may act upon this resolution to effect the Consolidation or, if deemed appropriate and without any further approval from the shareholders of the Company, may choose not to act upon this resolution notwithstanding that this resolution has been duly passed by the shareholders of the Company, and in the latter case, the directors of the Company are hereby authorized and empowered to revoke this resolution in their sole discretion at any time prior to effecting the Consolidation; and

5. any director or officer of the Company be and he or she is hereby authorized and directed, for and on behalf of the Company, to execute or cause to be executed, under the seal of the Company or otherwise and to deliver or to cause to be delivered all such other deeds, documents, instruments and assurances and to do or cause to be done all such other acts as in the opinion of such director or officer of the Company may be necessary or desirable to carry out the terms of the foregoing resolution, the execution of any such document or the doing of any such other act or thing being conclusive evidence of such determination."

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