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Silver Spruce Announces Closing of First Tranche of Private Placement of Units

Financings

#44009294.3

Silver Spruce Announces Closing of First Tranche

of Private Placement of Units

Bedford, NS- May 14, 2024 - (TSXV:SSE) – Silver Spruce Resources Inc . (the “Company”) is

pleased to announce that it has closed the first tranche of its previously announced private

placement (“Private Placement”) of units (“Units”) with each U nit consisting of one common

share of the Company and one common share purchase warrant (each, a “Warrant”) at a purchase

price of $0.015 per Unit. Each Warrant is exercisable into one common share at an exercise price

of $0.05 per share for a period of five years from the date of the issuance of the Warrants.

The Company issued 19,983,333 Units for aggregate proceeds of $299,750 in a first tranche of the

Private Placement and no insiders participated in the first tranche. Insiders may participate in the

next tranche of the Private Placement but the extent of insider participation, if any, has not yet

been determined.

The proceeds from the first tranche of the P rivate Placement will be used for exploration of the

Company’s mineral projects and general working capital. The Company paid cash finder’s fees of

$2,475 to one finder in connection with the first tranche.

All securities issued in connection with the first tranche of the Private Placement are subject to a

statutory hold period expiring four months and one day from issuance. The Private Placement is

subject to the approval of the TSX Venture Exchange.

About Silver Spruce Resources Inc.

Silver Spruce Resources Inc. is a Canadian junior exploration company holding 100% of the

Melchett Lake Zn -Au-Ag project in northern Ontario and has signed Definitive Agreements to

acquire 100% interest in the Mystery Au project near recent discoveries by Sokoman Minerals

Corp. and New Found Gold Corp. among others in the Exploits Gold Belt, Newfoundland and

Labrador, 100% interest in the Pino de Plata Ag project located 15 kilometres west of Coeur

Mining's Palmarejo Mine in western Chihuahua, Mexico and up to 50% interest in Colibri

Resource’s Diamante Au-Ag project located from 5 kilometres to 15 kilometres northwest from

Minera Alamos's Nicho deposit in Sonora, Mexico. Silver Spruce also has a 50:50 joint venture

agreement with Colibri on the nearby Jackie Au project. Silver Spruce Resources Inc. continues

to investigate opportunities that Management has identified or that have been presented to the

Company for consideration.

Contact:

Silver Spruce Resources Inc.

Michael Kinley, CEO

Media Release

#44009294.3

(902) 402-0388

[email protected]

[email protected]

www.silverspruceresources.com

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.

Notice Regarding Forward-Looking Statements

This news release conta ins "forward-looking statements" within the meaning of Canadian securities legislation, including with

respect to: the plans of the Company; and the proposed use of funds of the first tranche of the Private Placement. Although the

Company believes that such statements are reasonable, it can give no assurance that such expectations will prove to be correc t.

Forward-looking statements are statements that are not historical facts; they are generally, but not always, identified by the words

"expects," "plans," "anticipates," "believes," "intends," "estimates," "projects," "aims," "potential," "goal," "objective,"

"prospective," and similar expressions, or that events or conditions "will," "would," "may," "can," "could" or "should" occur, or are

those statements, which, by their nature, refer to future events. The Company cautions that forward -looking statements are based

on the beliefs, estimates and opinions of the Company's management on the date the statements are made and involve several risks

and uncertainties, including that the Company may use the proceeds of the first tranche for purposes other than those disclosed in

this news release; adverse market conditions; and other factors beyond the control of the Company. Consequently, there can be no

assurances that such statements will prove to be accurate, and that actual re sults and future events could differ materially from

those anticipated in such statements. Actual results could differ from those projected in any forward -looking statements due to

numerous factors. Such factors include, among others, the inherent uncertainties associated with mineral exploration and difficulties

associated with obtaining financ ing on acceptable terms. We are not in control of metals prices and these could vary to make

development uneconomic. These forward -looking statements are made as of the date of this news release, and we assume no

obligation to update the forward-looking statements, or to update the reasons why actual results could differ from those projected

in the forward-looking statements. Although we believe that the beliefs, plans, expectations and intentions contained in this press

release are reasonable, there can be no assurance that such beliefs, plans, expectations or intentions will prove to be accurate.