Spruce Ridge Announces Completion of Crawford Nickel Project Property Transfer and Increase in Canada Nickel Private Placement to $6.5 million
Spruce Ridge Resources Ltd.
7735 Leslie Road West, Puslinch, ON N0B 2J0
Telephone: (519) 822-5904, Fax: (519) 823-5090
PRESS RELEASE 2019 - 11 December 3, 2019
Spruce Ridge Announces Completion of Crawford Nickel Project Property Transfer and
Increase in Canada Nickel Private Placement to $6.5 million
NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR RELEASE, PUBLICATION, DISTRIBUTION OR
DISSEMINATION DIRECTLY, OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES
Puslinch, Ontario – Spruce Ridge Resources Limited (TSXV: SHL) ("Spruce Ridge” or “the Company”) is pleased
to announce the completion of the transfer of the Crawford NickelSulphide property (“Crawford” or the “Project”) to
Canada Nickel Company Inc. (“Canada Nickel”). The transfer was completed pursuant to an implementation
agreement dated as of November 14, 2019 (the “Implementation Agreement”) that was previously announced by
Spruce Ridge in its news release of November 28, 2019.
John Ryan, Spruce Ridge President and CEO commented: “We are pleased that Mark Selby will lead Canada
Nickel Company to advance the Crawford Nickel -Sulphide project in a dedicated nickel company . Mr. Selby has
considerable experience in the global nickel industry, including development of the Dumont Nickel deposit.”
Canada Nickel Update – Financing Increased to $6.5 million and Board appointed
Spruce Ridge has also been advised by Canada Nickel that it has raised $2.9 million under the nonbrokered private
placement (the "Private Placement”) described in Spruce Ridge’s news release dated October 1, 2019. Due to
investor demand, the fully subscribed financing has been increased to $6.5 million. Upon completion of the Private
Placement and the other transactions described in the Implementation Agreement, Canada Nickel will have 55
million shares outstanding and $4.5 million available to fund ongoing mineral exploration of the Crawford project
and related working capita l. The following table updates the expected holdings of those 55 million shares of
Canada Nickel after the Crawford project consolidation under the Implementation Agreement:
Canada Nickel
Common Shares
Percentage
Spruce Ridge 5,000,000 9%
Spruce Ridge Shareholders 5,000,000 9%
Noble 2,000,000 4%
Noble Sgareholders 10,000,000 18%
Investors 10,000,000 18%
Private Placement Group 23,000,000 42%
Total 55,000,000 100%
Canada Nickel has also advised that David Smith, John Leddy, Mike Cox, and Russell Starr have been appointed
to that company’s Board of Directors, joining Mr. Mark Selby as Chairman.
David Smith , Director, is Senior Vice -President, Finance and Chief Financial Officer of Agnico Eagle Mines
Limited, a position he has held since October 24, 2012. Prior to that, he was Senior Vice- President, Strategic
Planning and Investor Relations, a position he held since January 1, 2011, prior to that he was Senior Vice-
President, Investor Relations and prior to that he was Vice-President, Investor Relations. He started work in investor
relations at Agnico Eagle in February 2005. Prior to that, Mr. Smith was a mining analyst for more than five years
and held a variety of mining engineering positions, both in Canada and abroad. Mr. Smith is a Chartered Director
and an alternate Director of the World Gold Co uncil. Mr. Smith is a director of eCobalt Solutions Inc. (a mining
exploration company) traded on the Toronto Stock Exchange. He is a graduate of Queen's University (B.Sc.) and
the University of Arizona (M.Sc.). Mr. Smith is a Professional Engineer.
John Leddy, Director, is Senior Advisor, Legal and Strategic Matters at Royal Nickel Corporation. Mr. Leddy has
over 20 years' experience as a business lawyer and in private equity, specializing in M&A, capital raising &
structuring and other strategic transact ions. He is a former Partner in the Business Law Group (M&A) at Osler, a
leading Canadian corporate law firm. Mr. Leddy is a member of the Law Society of Upper Canada, a director of
Salt Lake Mining Pty. Ltd and Orford Mining Corporation, and a member of t he Audit Committee of Magneto
Investments Limited Partnership.
Mike Cox, Director, has over thirty years of experience in Base Metal operations with Inco Ltd and Vale SA. He
has held a number of senior leadership positions in Europe, Canada and Asia. Most recently, Mr. Cox was Head
of UK and Asian Refineries at Vale with responsibility for a portfolio of precious metal and nickel refineries. He is
now a Managing Partner at CoDa Associates, a consultancy that provides a range of advisory services to the
corporate and public sectors in Europe and Asia. Mr. Cox holds a BSc (Hons) in Chemistry and an MBA, both from
the University of Glamorgan.
Russell Starr , Director, is an entrepreneur and financial professional focused on private and public
mining/exploration and corporate advisory with over 19 years of corporate finance, investment and business
development experience. Mr. Starr held senior positions and advisory roles with financial institutions including RBC
Capital Markets, Scotia Capital, Orion Securities, and Blackmont. After leaving Bay Street, Russell held an
executive position and board appointment with Cayden Resources, acquired by Agnico Eagle Mines Limited in
2014. As a SVP with Cayden Resources and board member, Mr. Starr was integral in the marketing, financing,
development and ultimate sale of Cayden for CAD$205 million to Agnico Eagle Mines. Mr. Starr holds a MBA from
the Richard Ivey School of Business, a Master of Arts degree in Economics from the University of Victoria and a
Bachelor of Arts degree in Economics from Queens University. Mr. Starr was also a PhD candidate at McGill
University in Econometrics.
About Canada Nickel Company
Canada Nickel Company Inc. is a Canadian-based company focused on the acquisition, exploration, development
and eventual production of Nickel assets. Canada Nickel is currently focused on exploring its 100% owned flagship
Crawford Nickel-Cobalt project in the heart of the prolific Timmins-Cochrane mining camp. The Crawford Project
comprises 650 hectares with approximately 17,700 meters drilled to date, with identified Nickel and Cobalt bearing
minerals similar to that at the Dumont Nickel Deposit (RNC Minerals property) , with potentially economically
recoverable Nickel. Canada Nickel is focused on proving up the large bulk tonnage opportunity at Crawford, which
provides investors with pure leverage to Nickel, unencumbered by earn- in agreements, in a geopolitically stable
jurisdiction.
Technical material in this news release has been prepared and/or reviewed and approved by Colin Bowdidge, Ph.D., P.Geo.,
a Qualified Person as defined in National Instrument 43-101
About Spruce Ridge Resources Ltd.
Spruce 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. In 2015, Spruce Ridge optioned its Viking/Kramer gold properties in Western Newfoundland
to Anaconda Mining Inc. The Company also has a 50% joint venture with Americas Silver and Gold Corporation on property
that contains tailings with low grade gold and silver from the Drumlummon Mine in Montana.
For further information please contact:
John Ryan, President and CEO
Spruce Ridge Resources Ltd.
Phone: 519-822-5904
Email: [email protected]
Forward-Looking Statements
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 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 occ ur. 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 provides no
assurance that actual results will meet management’s expectations. Risks, uncertainties and other factors i nvolved with forward- looking
information could cause actual events, results, performance, prospects and opportunities to differ materially from those expr essed or implied
by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the intention to complete
the transactions and the expected expenditure of the proceeds of the private placement, and the Company’s objectives, goals or future plans.
Factors that could cause actual results to differ mater ially from such forward-looking information include, but are not limited to an inability to
complete the Transactions, failure to identify Mineral Resources, failure to convert estimated Mineral Resources to Mineral Reserves, delays in
obtaining or failures to obtain required regulatory, governmental, environmental or other project approvals, political risks, inability to fulfil l 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,
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.
This news release does not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of any of the securities in any
jurisdiction in which such offer, solicitation or sale would be unlawful, including any of the securities in the United States of America. The
securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”) or any state
securities laws and may not be offered or sold within the United States or to, or for account or benefit of, U.S. Persons (as defined in Regulation
S under the 1933 Act) unless registered under the 1933 Act and applicable state securities laws, or an exemption from such regi stration
requirements is available.