Spruce Ridge Resources Announces up to $500,000 Non-Brokered Private Placement
Spruce Ridge Resources Ltd.
7735 Leslie Road West, Puslinch, ON N0B 2J0
Telephone: (519) 822-5904, Fax: (519) 823-5090
PRESS RELEASE 2018 - 01 April 25, 2018
Spruce Ridge Resources Announces up to $500,000 Non-Brokered Private Placement
Puslinch, Ontario, April xx, 2018 – Spruce Ridge Resources Ltd. (TSX-V: SHL) (the “Company”)
is pleased to announce that it intends to complete a non- brokered private placement financing
of up to 12,500,000 units (the “Units”) at a price of $0.04 per Unit, for total gross proceeds to the
Company of up to $500,000 (the “Offering”). Each Unit shall consist of one common share in
the capital of the Company (a “Share”) and one common share purchase warrant (a “Warrant”).
Each Warrant shall entitle the holder to acquire one common share at a price of $0.05 per share
for a period of three years from the closing date of the Offering.
The chart below indicates how the gross proceeds raised from the sale of the Units will be used
by the Company.
USE OF FUNDS
CORPORATE ADMINISTRATIVE EXPENSES
Professional Fees (Audit, Legal) 50,000
Executive compensation (1) 90,000
Shareholder expense (AGM/Stock Transfer/Filing fees) 16,976
Share issue costs (TSX-V/OSC Fees) 3,750
160,726
PROJECT EXPENDITURES
Payments on Great Burnt Copper acquisition 104,016
Mineral Lands Division NL - mining lease payment 19,800
Exploration expenses required to keep Newfoundland claims in good standing
Licence 6682M 38,360
Licence 6683M 48,000
Licence 9881M 36,581
Licence 20961M 39,976
Licence 21732M 583
Additional exploration costs on Newfoundland property 51,958
339,274
Gross Proceeds 500,000
(1) $90,000 proposed payable to related party
The Offering is available to all shareholders of the Company as at April 30, 2018 (the "Record
Date") who are eligible to participate under the “Existing Shareholder Exemption”. Any person
who becomes a shareholder of the Company after the Record Date is not permitted to participate
in the Offering using the Existing Shareholder Exemption but other exemptions may sti ll be
available to them. Shareholders who became shareholders after the record date should consult
their professional advisors when completing their subscription form to ensure that they use the
correct exemption.
There are conditions and restrictions when relying upon the Existing Shareholder Exemption,
namely, the subscriber must: a) be a shareholder of the Company on the Record Date (and still
are a shareholder), b) be purchasing the Units as a principal, i.e. for their own account and not
for any other party, and c) may not purchase more than $15,000 value of securities from the
Company in any twelve month period. There is one exception to the $15,000 subscription limit.
In the event that a subscriber wishes to purchase more than $15,000 value of securities then it
may do so provided it has first received 'suitability advice' from a registered investment dealer
and, in this case, subscribers will be asked to confirm the registered investment dealer's identity
and employer
Completion of the Offering is subject to approval of the TSX Venture Exchange (the “TSX-V”) to
list the Common Shares underlying the Units and the Warrants on the TSX -V. The Offering is
being made pursuant to the grant of a "discretionary waiver" of the TSX Venture Exchange's
minimum $0.05 pricing requirement and is subject to acceptance by the TSXV. All securities
issued pursuant to the Offering will be subject to a four month and one day hold period in
accordance with applicable securities laws. The Offering is expected to close on or about May
11, 2018.
The Offering will be exempt from prospectus and registration requirements of applicable
securities laws. The securities being offered have not been, nor will they be, registered under
the United States Securities Act of 1933, as amended, and may not be offered or sold in the
United States or to, or for the account or benefit of, U.S. persons absent registration or an
applicable exemption from the registration requirements. This press release shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in
any State in which such offer, solicitation or sale would be unlawful.
Any existing shareholders interested in participati ng in the Offering should contact John Ryan,
President & CEO at [email protected] or 519-822-5904.
About Spruce Ridge Resources
Spruce Ridge Resources has a 100% interest in the Great Burnt Copper/Gold Property in Central Newfoundland
which covers a series of copper ± gold rich VMS deposits including the Great Burnt Main Deposit . Potential high-
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 custom facility should have low capex requirements . It also has a
50% joint venture with Americas Silver Corporation on property that contains tailings with low grade gold and silver
from the Drumlummon Mine in Montana and an agreement with A naconda Mining whereby Anaconda acquired
from Spruce Ridge the Viking and Kramer gold properties in northwestern Newfoundland. The Viking property is
host to the Thor Deposit which has combined Indicated and Inferred resources totaling 83,000 ounces of gold at an
average grade of 2.09 and 1.79 g/t Au respectively at a 1.0 g/t Au cutoff.
Colin Bowdidge, Ph.D, P.Geo., a "Qualified Person" under National Instrument 43-101 has reviewed and approved
the technical contents of this press release.
For further information please contact:
John Ryan, President & CEO
Spruce Ridge Resources Ltd.
Phone: 519-822-5904
Email: [email protected]
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 release. No stock exchange, securities commission or other
regulatory authority has approved or disapproved the information contained herein.
The foregoing information may contain forward-looking statements relating to the future performance of Spruce Ridge Resources Ltd. Forward-
looking statements, specifically those concerning future performance, are subject to certain risks and uncertainties, and actual results may differ
materially from the Company’s plans and expectations. These plans, expectations, risks and uncertainties are detailed herein and from time to
time in the filings made by the Company with the TSX Venture Exchange and securit ies regulators. Spruce Ridge Resources Ltd. does not
assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise.