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SHL.V ·

Spruce Ridge Announces Postponement of Dividend-in-kind of Shares of Canada Nickel Company

Corporate Actions

Spruce Ridge Resources Ltd.

7735 Leslie Road West, Puslinch, ON N0B 2J0

Telephone (519) 822-5904

Spruce Ridge Announces Postponement of Dividend-in-kind of Shares of Canada

Nickel Company

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

Spruce Ridge Resources Ltd. (TSX -V SHL) - (“Spruce Ridge” or the “Company”) announces that the

Company has postponed the dividend-in-kind (the “Dividend”) of 2,500,000 of the 8,10 0,000 common

shares of Canada Nickel Company Inc. (TSXV: CNC) (“CNC Shares”) held by Spruce Ridge, previously

announced on July 27, 2021, and that the Dividend was not paid on or after August 28, 2021, as previously

announced. The Company intends to postpone the Dividend to a later date, with a new date of record

(“Record Date”) and payable date (“ Payment Date”), to be determined in consultation with the TSX

Venture Exchange. The Company will provide a further update on the Dividend with the new Record Date

and Payment Date in due course.

Spruce Ridge recognizes that those shareholders of record on the original record date of August 6, 2021

who sold their shares after August 6, 2021 until the date hereof will be unduly affected by the postponement

and the Company will make those shareholders whole. Spruce Ridge asks those shareholders who sold

their Spruce Ridge shares after August 6, 2021 until the date hereof to advise the Company at

[email protected], with verification of ownership and sale of Spruce Ridge shares after

August 6, 2021 until the date hereof, by October 31, 2021.

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. Spruce Ridge recently acquired certain mineral

leases with petroleum and natural gas rights, plus oil and gas wells, pipelines and facilities in the Unity area

of southwestern Saskatchewan. Included in the purchase are 793 ha of petroleum and natural gas rights

from surface to the base of the Mannville Group with an average working interest of 84%. The purchase

includes 5 active oil wells, 10 suspended oil and gas wells, heavy oil facilities, pipelines, and an active

produced water disposal well. Spruce Ridge Resources 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.

In 2015, Spruce Ridge optioned its Viking/Kramer gold properties in Western Newfoundland to Anaconda

Mining Inc.

For further information please contact:

J

ohn Ryan, President and CEO

Spruce Ridge Resources Ltd.

Phone: 519-822-5904

Email: [email protected]

F

orward-Looking Statements

N

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. 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 st ated

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

PRESS RELEASE 2021-17 September 3, 2021

information currently available to the Company, the Company provides no assurance that actual results will meet m anagement’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 intention to complete the transactions, and the

Company’s objectives, goals or future plans. Factors that could cause actual results to differ material ly from such forward- looking

information include, but are not limited t o an inability to complete the t ransactions, failure to identify mineral resources, failure to

convert estimated mineral resources to reserves, delays in obtaining or failures to obtain required regulatory, 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, 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 i n 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 registration requirements is available.