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SHL.V ·

Spruce Ridge Announces Closing of Non-Brokered Flow-Through Financing

Financings

Spruce Ridge Resources Ltd.

7735 Leslie Road West, Puslinch, ON N0B 2J0

Telephone: (519) 822-5904

PRESS RELEASE 2021 - 07 February 24, 2021

Spruce Ridge Announces Closing of Non-Brokered Flow-Through Financing

Puslinch, ON, February 24, 2021 – Spruce Ridge Resources Ltd. (TSXV: SHL) (“Spruce Ridge” or

the “Company”) announces that it has received approval from the TSX Venture Exchange to close its

non-brokered private placement of flow-through shares (see News Release dated January 11th and January

20, 2021).

The Company will issue 11,546,142 flow-through s hares at $0.14 per share for total proceeds of

$1,616,460. The flow-through shares will entitle the holder to receive the tax benefits applicable to flow-

through shares, in accordance with provisions of the Income Tax Act (Canada).

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n connection with the private placement, the Company will pay $76,994 in finders’ fees and will issue

549,960 finders’ warrants exercisable at $0.14 for 24 months from the date of issue. All securities will

be subject to a four month hold period.

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n connection with the Offering, a Director of the Company acquired 300,000 flow-through shares

About Spruce Ridge Resources Ltd.

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pruce Ridge holds a 100% interest in the Great Burnt Copper -Gold Property in Central Newfoundland

which covers a series of copper ± gold rich VMS deposits. Spruce Ridge sold its interest in in the Crawford

Nickel-Cobalt Sulphide project to Canada Nickel Company Inc. but retained ground which contains VMS

and gold targets. Spruce Ridge holds 8,100,000 shares of Canada Nickel Company and 10,000,000 shares

of Noble Mineral Exploration Inc. Spruce Ridge has an option agreement with Magna Terra Minerals

Inc. on its Viking/Kramer gold properties in Western Newfoundland.

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olin Bowdidge, Ph.D, P.Geo., a "Qualified Person" under National Instrument 43-101 has reviewed and

approved the technical contents of this press release.

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pruce Ridge common shares trade on the TSX Venture Exchange under the symbol “SHL”.

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either 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.

For further information please contact:

John Ryan, President and CEO

Spruce Ridge Resources Ltd.

Phone: 519-822-5904

Email: [email protected]

Forward-Looking Statements

This News Release includes certain "forward-looking statements" which are not comprised of historical facts.

Forward-looking statements include estimates and statements that describe the Company’s future plans,

objectives or goals, including words to the effect that the Company or management expects a stated condition or

result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”,

“estimates”, “may”, “could”, “would”, “will”, or “plan”. Since forward-looking statements are based on assumptions

and address future events and conditions, by their very nature they involve inherent risks and uncertainties.

Although these statements are based on information currently available to the Company, the Company prov ides

no assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors

involved with forward-looking information could cause actual events, results, performance, prospects and

opportunities to differ materially from those expressed or implied by such forward-looking information. Forward

looking information in this news release includes, but is not limited to, the Company’s objectives, goals or future

plans, statements, exploration results, potential mineralization, the estimation of mineral resources, exploration

and mine development plans, timing of the commencement of operations and estimates of market conditions.

Factors that could cause actual results to differ materially from such forward-looking information include, but are

not limited to failure to identify mineral resources, failure to convert estimated mineral resources to reserves, the

inability to complete a feasibility study which recommends a production decision, the preliminary nature of

metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other

project approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous

peoples, uncertainties relating to the availability and costs of financing needed in 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 other risks involved in the

mineral exploration and development industry, an inability to predict and counteract the effects of COVID -19 on

the business of the Company, including but not limited to the effects of COVID-19 on the price of commodities,

capital market conditions, restriction on labour and international travel and supply chains, and those risks set out

in the Company’s public documents filed on SEDAR. 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, which only applies as of the date of this news release, and no

assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims

any intention or obligation to update or revise any forward-looking information, whether as a result of new

information, future events or otherwise, other than as required by law.