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SHL.V ·

Spruce Ridge Enters into Settlement with Former CEO

Corporate Updates

Spruce Ridge Enters into Settlement with Former CEO

Toronto, Ontario – January 2, 2024 – Spruce Ridge Resources Ltd. (“Spruce Ridge” or the

“Company”) (TSX-V: SHL) announces that further to its press releases dated August 4, 2023 and August

23, 2023, the Company reached a settlement with the former CEO and director which includes a settlement

payment of $180,000 plus HST and certain credit card expenses to the former CEO and director, and the

transfer from the former CEO and director to the Company of 5 million shares of the Company with a value

of $425,000 which shares are to be cancelled. The receivable that was assessed in the annual financial

statements for the year ended April 30, 2023 and impaired in the full amount of $631,030 has been recorded

as recovered in the financial statements of the Company for the six months ended October 31, 2023. This

recovery reflects recognition of the value of the shares cancelled and a reduction in the amount owing equal

to the settlement payment. The settlement agreement was made without any admission of liability of any

party.

Cautionary Statement:

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

news release. No stock exchange, securities commission or other regulatory authority has approved or

disapproved the information contained herein.

This news release contains statements that constitute “forward-looking statements”. Forward-looking

statements are statements that are not historical facts and include, but are not limited to, disclosure regarding

possible events, that are based on assumptions and courses of action, and in certain cases, can be identified

by the words “expects”, “plans”, “anticipates”, “believes”, “intends”, “estimates”, “projects”, “potential”

and similar expressions, or that events or conditions “will”, “would”, “may”, “could” or “should” occur, or

the negative forms of any of these words and other similar expressions. Forward-looking statements include

statements related to future plans for the Company, and other forward-looking information. Forward-

looking statements are based on various assumptions including with respect to the anticipated actions of

securities regulators, stock exchanges, and government entities, management plans and timelines, as well

as results of operations, performance, business prospects and opportunities. Although the forward-looking

statements contained in this news release are based upon what management of the Company believes are

reasonable assumptions on the date of this news release, such assumptions may prove to be incorrect.

Forward-looking statements involve known and unknown risks and uncertainties, they should not be read

as guarantees of future performance or results, and they will not necessarily be accurate indications of

whether or not such results will be achieved. A number of factors could cause actual results, performance

or achievements to differ materially from the results discussed in the forward-looking statements, including,

but not limited to: an inability to develop and successfully implement exploration strategies; general

business, economic, competitive, political and social uncertainties; the lack of available capital; impact of

the evolving situation in Ukraine on the business of the Company; and other risks detailed from time-to-

time in the Company’s ongoing filings with securities regulatory authorities, which filings can be found at

www.sedarplus.ca. The Company cannot assure readers that actual results will be consistent with these

forward-looking statements. Readers are cautioned not to place undue reliance on forward-looking

statements in this press release. These forward-looking statements are made as of the date of this news

release and the Company disclaims any intent or obligation to update any forward-looking statement,

whether as a result of new information, future events or otherwise, unless otherwise required by law.

Contacts:

Steve Balch, President & CEO

Phone: 905.407.9586

Email: [email protected]