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Spruce Ridge Resources Ltd. Files Annual Financial Statements and Provides Property Update

Financials

Spruce Ridge Resources Ltd. Files Annual Financial Statements and

Provides Property Update

Toronto, Ontario – March 2, 2023 – Spruce Ridge Resources Ltd. (“Spruce” or the “Company”)

(TSX-V: SHL) announces that further to its press release dated September 1, 2022 the Company has filed

its audited annual financial statements for the year ended April 30 , 2022, along with the related

management's discussion and analysis , and CEO and CFO certifications (the “Annual Filings”). The full

text of the Annual Filings is available on the Company’s profile on SEDAR at www.sedar.com.

Highlights of 2022 Financial Year

• $1.359 million (M) in qualifying exploration expenses incurred

• Over $12 M in marketable securities retained

• $0.511 M net loss from oil & gas assets

• Return of oil & gas financial security deposit in the amount $0.554 M

• Sufficient cash to remain in good standing with TSX Venture Exchange

Commenting on the financial statements, interim President and CEO Steve Balch explained “Spruce Ridge

remains well capitalized to explore its mineral properties. We own 5.7 M shares of Canada Nickel Company

Inc. and 10.0 M shares of Noble Mineral Exploration Inc. We have since sold our oil & gas assets in

Saskatchewan and will now focus on our Great Burnt Copper and South Pond Gold properties in Central

Newfoundland. Once we have filed our Q1 and Q2 financial statements and the Company’s common shares

resume trading on the TSXV we plan to issue a more detailed press release.”

CTO Update

The Company’s quarterly financial statements for the periods ended July 31, 2022 and October 31, 2022

(the “Interim Filings”) are being prepared, and are expected to be filed as soon as they are completed.

Filing of the Interim Filings is necessary for the revocation of the cease-trade order (the “CTO”) announced

on September 1, 2022 and presently in place. In connection with the filing of the Annual Filings and the

anticipated filing of the Interim Filings, the Company is preparing an application to the securities regulators

to revoke the CTO. Upon the CTO being revoked, the Company plans to request revocation of the trading

halt of the Company’s common shares on the TSX Venture Exchange. The timing or success of these

applications cannot be assured at this time, but the Company is working diligently to ensure that its

securities resume trading as soon as possible.

Property Update

Further to the Company’s press release dated August 4, 2022, the Company has applied to the

Newfoundland and Labrador Mineral Rights Adjudication Board (the “MRAB”) for formal reinstatement

for the three lapsed mineral licenses covering its South Pond Copper-Gold property (the “Property”). The

Company is pleased to report the Property’s mineral licenses have been reinstated in full and are currently

in good standing.

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 ot her 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”, “pot ential”

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 plan s for the Company , statements and information regarding the ability to

prepare the Interim Filings, the anticipated timeline for filing for the Interim Filings, the Company’s ability

to revoke the CTO expeditiously or at all, 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, reliance on the

Company’s auditors and management for the preparation of and the anticipated timeline for filing of the

Interim Filings, reliance on the Company’s legal counsel and management for the reinstatement of the

mineral l icenses on the Property, 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 assum ptions 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: unanticipated financial discrepancies and

other delays in preparing the Interim Filings ; an inability to revoke the CTO and /or trading halt

expeditiously or at all; an inability to develop and successfully implement exploration strategies ; general

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

COVID-19 or 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.sedar.com. The Company cannot assure readers that actual results will be consistent

with these f orward-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 (interim)

Phone: 905.407.9586

Email: [email protected]