Silver Spruce Completes Due Diligence and Signs Definitive Agreement to Acquire 100% Interest in 8,750-hectare Gold Properties, Exploits Gold Belt, central Newfoundland
Silver Spruce Completes Due Diligence and Signs Definitive Agreement to Acquire 100%
Interest in 8,750-hectare Gold Properties, Exploits Gold Belt, central Newfoundland
September 14, 2021 - Bedford, NS - (TSXV:SSE) - Silver Spruce Resources, Inc. ("Silver Spruce"
or the "Company") is pleased to announce that it has signed a Definitive Agreement with two
parties (the “Vendors”) to acquire 100% of three early-stage gold exploration properties, Mystery,
Till and Marilyn, (the “Property” or the “ Properties”) located near Grand Falls, Newfoundland ,
Canada, 20 -25 kilometres west of New Found Gold Corp.’s Queensway project and 15 -35
kilometres south of Sokoman Minerals Corp.’s Moosehead gold project.
Figure 1. Location Map of Mystery, Till and Marilyn Gold Properties in the Exploits Subzone Gold Belt
(Image adapted from exploits.gold).
Media Release
MARILYN
TILL
MYSTERY
Claim and Mineral Activity Map
Exploits Subzone Gold Belt
SSE-TSXV Property Options
“We expedited our initial site visit on the Properties during the week of August 23rd and given the
positive initial report on the mineral and rock textures potentially related to shallow epithermal
and/or orogenic vein -style mineralization, we are pleased to move forward with this Definitive
Agreement with the Vendors,” said Greg Davison, Silver Spruce VP Exploration and Director.
“We believe that this is a timely opportunity to acquire these Properties given their strategic
location in a very active exploration camp, displaying prospective geology with only limited
exploration and no history of drilling, and proximal to regional and secondary structural features
defined by the geophysical and geological coverage. We have started building out the project
ArcGIS database and investigating the most up -to-date and appropriate geochemical and
geophysical techniques to conduct a Fall 2021 Phase 1 exploration program.”
The Properties are well situated in exploration logistics, located close to each other and <10 -25
kilometres southeast and south by road from Grand Falls, Newfoundland. The Properties are
located <50 kilometres from the Gander International Airport and are easily accessible from major
paved roads and local logging and bush roads and trails largely by vehicles and more remote areas
by ATV.
The 8,750-hectare project is located within the Exploits Subzone, an extensive area of mineral
exploration activity and discoveries over the past two years (Figure 1). The region is structurally
complex and located, in large part, between two major crustal lineaments, the Grub Line and
Valentine Lake Faults. Numerous major to lesser sub-parallel features merge and bifurcate along
strike and are transected by NW and EW -trending faults. These deep -seated structures, which
juxtapose geological terranes over hundreds of kilom etres, are key to the location and formation
of orogenic gold deposits containing several million ounces of gold as reported by a number of
junior companies in the district. Though younger, the lineaments are very similar to those of the
Abitibi Gold Belt in Ontario and Quebec in scale, splaying surface expression and wide
distribution of mineral endowment, though in an earlier stage of overall exploration and
development.
“We look forward to working in Newfoundland which offers a favorable regulatory environment,
supportive communities, outstanding provincial geological survey, near year -round operating
conditions, excellent property access and of principal importance, significant potential for new
deposits as indicated by the number and qua lity of recent successful exploration projects,” said
Greg Davison, Silver Spruce VP Exploration and Director. “The Company’s decision to add
multiple properties to our portfolio in high -quality jurisdictions will give shareholders more
opportunities for notable discoveries.”
Due Diligence
Silver Spruce contracted a Newfoundland-based professional geologist to visit the properties with
one of the Vendors. They travelled to the Mystery and Marilyn properties, shown in Figures 2 and
3 respectively , examined the geology , verified sample locations for the historical assays and
collected new rock samples, thirteen of which were submitted to ALS Global for analysis, and
took photographs of pertinent topography, geomorphology, geological exposures, access and types
of vegetation. The four claims on the Till property were not evaluated during the site visit.
Additional rock samples and splits of assay samples were shipped by c ourier to the Company’s
QP for forthcoming examination by optical microscopy. The results of the due diligence rock
geochemistry for thirteen samples are expected from ALS Global in due course.
Figure 2. Mystery claims transected by the Great Rattling Brook. Due diligence sampling sites indicated.
Figure 3. Marilyn claims , southeast of Grand Falls, transected by the Ba y d’Espoir Highway. Due
diligence sampling sites indicated.
A selection of historical assays reported for precious and base metals and pathfinder elements from
123 samples collected from Mystery and Marilyn are shown in Table 1. Eighteen samples reported
Au >0.5 g/t (max. 12.5 g/t Au). Cu values were reported up to to 9.85% with minor Ag, Pb and
Zn. Arsenic was highly anomalous with values for 36 samples over the 2200 ppm upper limit for
Inductively Coupled Plasma (ICP-OES) analysis, strongly associated with elevated Au values and
displayed generally as minor to abundant arsenopyrite (see Figure 4).
Table 1. Select analyses from historical exploration on the Mystery and Marilyn properties – n=123 The
samples represent those with Au, Ag and base metal (Cu, Pb, Zn) values in the 90 th percentiles for each
element from a total of 123 samples analysed.
Multiple surface occurrences are reported of agate chalcedony to colloform and crystalline silica
veining and multi-phase breccias (see Figures 4 and 5), carbonate replacement by quartz, and open-
space filling quartz and calcite , all textures indicative of the upper zones of epithermal systems
and epizonal to mesozonal structural conduits in orogenic systems , and are accompanied by Au
and arsenopyrite, stibnite, chalcopyrite, bornite and Cu carbonate mineralization in several host
lithologies including quartz, black shale and other sediments, ultramafics and gabbro.
Sample # Sample Type Rock Type Au Ag As Zn Cu Pb Sb Bi
g/t ppm ppm ppm ppm ppm ppm ppm
MB001 float quartz 12.50 3.2 >2200 6 10 81 25 >440
87173 outcrop breccia 2.16 0.4 >2200 33 20 5 34 2
MB040 outcrop shale 1.70 1.3 >2200 51 42 22 46 2
Mb50 grab sediments 1.47 1.5 >2200 98 17 49 237 2
MB022 outcrop quartz vein 1.11 0.8 >2200 35 17 82 204 2
MB016 outcrop shear zone 1.02 0.9 >2200 15 14 17 96 2
MB037 outcrop breccia 0.98 1.7 >2200 63 44 15 22 2
Mb78 subcrop mafics 0.92 0.2 >2200 35 15 6 8 2
MB024 float breccia 0.73 2.2 1260 14 236 230 22 2
MB026 outcrop breccia 0.72 1.9 >2200 39 246 36 250 2
Mb51 grab sediments 0.64 0.7 >2200 48 51 14 72 2
MB041 subcrop breccia 0.61 1.0 >2200 54 21 14 14 2
MB010 float breccia 0.60 0.5 >2200 45 17 11 57 2
Mb80 grab mafics 0.56 0.2 >2200 58 10 8 12 2
Mb54 grab sediments 0.55 0.4 >2200 16 1 8 177 2
87174 outcrop quartz vein 0.54 0.2 >2200 12 13 16 13 2
Mb60 float gabbro 0.51 0.2 >2200 33 23 2 47 2
MB034 outcrop breccia 0.50 0.2 >2200 91 1 6 51 2
MB023 subcrop volcanic 0.08 15.0 148 138 90000 142 74 2
MB105 float quartz vein 0.06 17.2 5 11 130 6000 7 47
87186 outcrop volcanic 0.05 7.3 196 98 82000 295 21 2
87185 outcrop volcanic 0.05 7.2 123 166 98500 2 44 2
87187 outcrop volcanic 0.05 4.1 130 90 59000 189 7 2
MB039 outcrop ultramafic 0.01 0.2 1218 10 1 2 327 2
MB110 subcrop quartz vein 0.01 9.7 8 110 37 3400 6 22
Mb68 grab quartz 0.01 2.3 47 1110 131 529 8 3
MB027 outcrop sediment 0.01 1.7 92 1718 23 671 16 2
Mb56 grab mafics 0.01 1.2 99 1858 10 605 6 2
Mb76 subcrop felsic tuff 0.01 0.3 16 1861 43 19 5 2
87170 local float quartz vein <0.01 25.6 5 1270 14 1374 5 86
Figure 4. Left - Epithermal silica veining outcropping along Great Rattling Brook. Right - Quartz float
with arsenopyrite, sample grade reported as 12.5 g/t Au, 3.2 g/t Ag with anomalous As and Bi.
Figure 5. Polished samples showing epithermal chalcedonic silica veining with complex depositional and
compositional banding, open space filling and multi-stage brecciation from Mystery property.
Terms of Agreement
Silver Spruce had a 30-day window after signing the LOI (see Press Release August 16th, 2021) to
carry out its due diligence and prepare a Definitive Agreement (“DA”) for the Property acquisition.
The principal terms to purchase 100% interest in the Properties include cash payments and Silver
Spruce common shares, with CAD$40,000 in cash and 1,000,000 shares on signing, and escalating
payments of CAD$575,000 and 9,000,000 shares spread over five years on the anniversary date
of TSX Venture Exchange approval . The m inimum work expenditures over the life of the
agreement total CAD$1,500,000. All financial terms are in Canadian dollars.
A finder’s fee is payable on the acquisition pursuant to the guidelines of the TSX Venture
Exchange.
Upon TSX acceptance for the DA, Silver Spruce will earn a 100% interest in the Property by
paying the following cash payments to the Vendors or their nominee(s):
• $40,000 collectively upon receipt by the Purchaser of the Conditional Acceptance of the
Exchange of this Agreement;
• $50,000 collectively upon the first anniversary of the date of the Final Exchange Bulletin;
• $75,000 collectively upon the second anniversary of the date of the Final Exchange
Bulletin;
• $100,000 collectively upon the third anniversary of the date of the Final Exchange Bulletin;
• $150,000 collectively upon the fourth anniversary of the date of the Final Exchange
Bulletin;
• $200,000 collectively upon the fifth anniversary of the date of the Final Exchange Bulletin;
and
issuing to the Vendors or their nominee(s) from treasury the following Shares:
• 1,000,000 common shares collectively upon receipt by the Purchaser of the Conditional
Acceptance of the Exchange of this Agreement;
• 1,000,000 common shares collectively upon the first anniversary of the date of the Final
Exchange Bulletin;
• 1,250,000 common shares collectively upon the second anniversary of the date of the Final
Exchange Bulletin;
• 1,500,000 common shares collectively upon the third anniversary of the date of the Final
Exchange Bulletin;
• 2,000,000 common shares collectively upon the fourth anniversary of the date of the Final
Exchange Bulletin;
• 3,250,000 common shares collectively up on the fifth anniversary of the date of the Final
Exchange Bulletin; and
incurring a minimum of $1,500,000 in Expenditures on the Property as follows:
• $150,000 in property expenditures by the first anniversary of the date of the Final Exchange
Bulletin; and
• $200,000 in additional property expenditures by the second anniversary of the date of the
Final Exchange Bulletin; and
• $250,000 in additional property expenditures by the third anniversary of the date of the
Final Exchange Bulletin; and
• $300,000 in additional property expenditures by the fourth anniversary of the date of the
Final Exchange Bulletin; and
• $600,000 in additio nal property expenditures by the fifth anniversary of the date of the
Final Exchange Bulletin.
Upon completion of the above terms in to earn a 100% interest in the Property, and the Title
Transfer, the Vendors will reserve, retain and hold a 2% net smelter return royalty as described in
the Royalty Agreement (the “Royalty”).
An advance payment against the Royalty payable by the Purchaser to the Vendors in the amount
of $15,000 will be made on an annual basis starting on the 6 th anniversary of the date of the Final
Exchange Bulletin.
The Company shall be entitled, at any time in its sole discretion, upon written notice to the
Vendors, to buy back 1% of the Royalty for $2,000,000, and shall have the right to buy back the
remaining 1% of the Royalty from the Vendors at any time at a prevailing market price.
Geochemical Analysis, Quality Assurance and Quality Control
Rock samples were collected, packaged and delivered by the Company’s contract professional
geologist to a courier service for shipment to the ALS sample preparation facility in North
Vancouver, British Columbia, Canada. ALS Global is a facility certified as ISO 9001:2008 and
accredited to ISO/IEC 17025:2005 from the Standards Council of Canada.
Pulps (50gram split) were submitted for Au analysis by Fire Assay with Atomic Absorption finish
(Au-AA24) and Four Acid Digestion with Inductively Coupled Plasma Atomic Emission
Spectrometry (ICP-AES) multi-element analyses (ME-ICP61m).
Given the small si ze of the sample suite, no additional in -house quality control samples (blanks,
standards, duplicates, preparation duplicates) were inserted into the sample set. ALS Global
conducts its own internal QA/QC program of blanks, standards and duplicates, and the results are
provided with the Company sample certificates. The results of the ALS control samples will be
reviewed by the Company's QP and evaluated for acceptable tolerances. All sample and pulp
rejects will be stored at ALS Global pending full review of the analytical data, and future selection
of pulps for independent third-party check analyses, as requisite.
All of the metal values disclosed herein for the Mystery and Marilyn properties by past operators,
including the Vendors, and by Silver Spruce are reported from grab samples which may not be
representative of the metal grades, or the metal grade distribution, and those from previous
exploration efforts must be considered as historical in nature. The Company has reviewed the
historical certificates, where available, and conducted data verification sampling on the known
areas of mineralization with a view to to confirm the presence and tenor of metal values. The
verification sample results are pending from ALS.
The Company believes that the analytical protocols and data will withstand scrutiny for inclusion.
Sample grades reported by element in the technical documentation and analytical certificates range
from detection limit (based on the specific instr umentation and by element) to anomalous values
which represent and include select samples and are reported as ‘up to’ the maximum values and/or
ranges presented. Average values may be reported for select suites of samples in which the sample
frequency is indicated and which only represent metal grades from those samples.
Qualified Person
Greg Davison, PGeo , Silver Spruce VP Exploration and Director, is the Company 's internal
Qualified Person for the Mystery, Marilyn and Till Projects and is responsible for approval of the
technical content of this press release within the meaning of National Instrument 43-101 Standards
of Disclosure for Mineral Projects ("N.I. 43-101"), under TSX guidelines.
About Silver Spruce Resources Inc.
Silver Spruce Resources Inc. is a Canadian junior exploration company which has signed
Definitive Agreements to acquire 100% of the Melchett Lake Zn -Au-Ag project in northern
Ontario, and with Colibri Resource Corp. in Sonora, Mexico, to acquire 50% intere st in Yaque
Minerales S.A de C.V. holding the El Mezquite Au project, a drill -ready precious metal project,
and up to 50% interest in each of Colibri's early stage Jackie Au and Diamante Au -Ag projects,
with the three properties located from 5 kilometres t o 15 kilometres northwest from Minera
Alamos' Nicho deposit, respectively. The Company also is acquiring 100% interest in the drill -
ready and fully permitted Pino de Plata Ag project, located 15 kilometres west of Coeur Mining's
Palmarejo Mine, in western Chihuahua, Mexico. Silver Spruce has signed a Definitive Agreement
to acquire 100% interest in three exploration properties in the Exploits Subzone Gold Belt, located
15-40 kilometres from recent discoveries by Sokoman Minerals Corp. and New Found Gold Corp.,
central Newfoundland. 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.
Greg Davison, PGeo, Vice-President Exploration and Director
(250) 521-0444
Michael Kinley, CEO and Director
(902) 826-1579
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 contains "forward -looking statements," Statements in this press release which are not purely historical are
forward-looking statements and include any statements regarding beliefs, plans, expectations or intentions regarding the future,
including but not limited to, statements regarding the private placement.
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 finan cing
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.