Spruce Ridge Resources Closes $400,000 Non-Brokered Private Placement
PUSLINCH, November 8, 2018 - Spruce Ridge Resources Ltd. (TSX-V: SHL)(the "Company") is pleased to announce that it has closed a non-brokeredprivate placement for gross proceeds of $400,000 consisting of 7,100,000 nonflow-through units ("NFT") for $355,000 and 900,000 flow-through units ("FT")for $45,000.
Each NFT unit will be issued at $0.05 and will consist of one(1) common share and one (1) common share purchase warrant, each warrant exercisableat $0.05 cents for three years.
Each FT unit will be issued at $0.05 and will consist of one(1) FT common share and one half (1/2) common share purchase warrant, each fullcommon share purchase warrant being exercisable at $0.05 cents for three years.
The proceedsof the financing will be used to advance the Company's Crawford Nickel, VMSproperty with a Phase 1 drill program and for general working capital.The Company intends to use the net proceeds receivedfrom the sale of FT Units to incur Canadian Exploration Expenses (CEE) on itsproperty.
Related Party Transaction
In connection with theOffering, John Ryan, a director and president of the Company has acquired200,000 FT Units.The acquisition ofsecurities pursuant to the Offering by Mr. Ryan is considered a "relatedparty transaction" pursuant to Multilateral Instrument 61-101 - Protectionof Minority Security Holders in Special Transactions ("MI61-101").The Company is relying onan exemption from the formal valuation requirements of MI 61-101 available onthe basis of the securities of the Company not being listed on specifiedmarkets, including the TSX, the New York Stock Exchange, the American StockExchange, the NASDAQ or certain overseas stock exchanges.The Company is also relying on the exemptionfrom minority shareholder approval requirements under MI 61-101 as the fairmarket value of the participation in the Offering by Mr. Ryan does not exceed25% of the market capitalization of the Company."
All securities issued pursuant to theOffering will be subject to a four month and one day hold period in accordancewith applicable securities laws.
About Spruce Ridge Resources
Spruce Ridge Resources has a 100% interest intheGreat Burnt Copper/Gold Property in Central Newfoundland which covers a seriesof copper ± gold rich VMS deposits including the Great Burnt Main Deposit.Potentialhigh-grade starter pit identified with 237,000 tonnes at 2.51% copper(undiluted) at the Great Burnt Zone. Management considers that an open pit with processing at a customfacility should have low capex requirements.It also has an option to earn up to 37.5%interest in the Crawford property which is 17 kilometers north of the KiddCreek zinc-copper-silver mine.Combinedgeological and geophysical data confirmed the favourable interpretation of theultramafic-mafic intrusive complex as a target for nickel mineralization, aswell as highlighting VMS-type targets elsewhere on the Crawford property.
It also has a 50% joint venture with AmericasSilver Corporation on property that contains tailings with low grade gold andsilver from the Drumlummon Mine in Montana and an agreement with AnacondaMining whereby Anaconda acquired from Spruce Ridge the Viking and Kramer gold propertiesin northwestern Newfoundland.The Vikingproperty is host to the Thor Deposit which has combined Indicated and Inferredresources totaling 83,000 ounces of gold at an average grade of 2.09 and 1.79g/t Au respectively at a 1.0 g/t Au cutoff.
Colin Bowdidge, Ph.D, P.Geo., a "QualifiedPerson" under National Instrument 43-101 has reviewed and approved thetechnical contents of this press release.
For further information please contact:
John Ryan,President & CEO
Spruce Ridge Resources Ltd.
Phone:519-822-5904
Email: shiitakejr@gmail.com
Cautionary Statement
NeitherTSX Venture Exchange nor its Regulation Services Provider (as that term isdefined in the policies of the TSX Venture Exchange) accepts responsibility forthe adequacy or accuracy of this release. Nostock exchange, securities commission or other regulatory authority hasapproved or disapproved the information contained herein.
The foregoing information maycontain forward-looking statements relating to the future performance of SpruceRidge Resources Ltd.The Companycautions readers that forward-looking information is based on certainassumptions and risk factors that could cause actual results to differmaterially from the expectations of the Company included in this news release.This news release includes certain "forward-looking statements", whichoften, but not always, can be identified by the use of words such as"believes", "anticipates", "expects","estimates", "may", "could", "would","will", or "plan". These statements are based oninformation currently available to the Company and the Company provides noassurance that actual results will meet management's expectations.Forward-looking statements include estimates and statements with respect to theCompany's future plans, objectives or goals, to the effect that the Company ormanagement expects a stated condition or result to occur. Since forward-lookingstatements are based on assumptions and address future events and conditions,by their very nature they involve inherent risks and uncertainties. Actualresults relating to, among other things, results of exploration, metallurgicalprocessing, project development, reclamation and capital costs of the Company'smineral properties, and the Company's financial condition and prospects, coulddiffer materially from those currently anticipated in such statements for manyreasons such as, but are not limited to: failure to identify mineral resources;failure to convert estimated mineral resources to reserves; the preliminarynature of metallurgical test results; delays in obtaining or failures to obtainrequired governmental, environmental or other project approvals; politicalrisks; uncertainties relating to the availability and costs of financing neededin the future; changes in equity markets, inflation, changes in exchange rates;fluctuations in commodity prices; delays in the development of projects;capital and operating costs varying significantly from estimates and the otherrisks involved in the mineral exploration and development industry; and thoserisks set out in the Company's public documents filed on SEDAR. This list isnot exhaustive of the factors that may affect any of the Company'sforward-looking statements. These and other factors should be consideredcarefully and readers should not place undue reliance on the Company'sforward-looking statements. Although the Company believes that the assumptionsand factors used in preparing the forward-looking information in this newsrelease are reasonable, undue reliance should not be placed on suchinformation, which only applies as of the date of this news release, and noassurance can be given that such events will occur in the disclosed time framesor at all. The Company disclaims any intention or obligation to update orrevise any forward-looking information, whether as a result of new information,future events or otherwise, other than as required by law.
SOURCE:Spruce Ridge Resources Ltd.
