Silver Spruce Resources Inc. Announces Close of Non-Brokered Private Placement
NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR
DISSEMINATION IN THE UNITED STATES
Silver Spruce Resources Inc. Announces Close of Non-Brokered Private Placement
May 29, 2026 – Bedford, NS - (TSXV: SSE) – Silver Spruce Resources Inc. (“Silver Spruce” or
the “Corporation”) is pleased to announce that it has closed the second and final tranche (the
“Second Tranche”) of its previously announced non-brokered private placement (the
“Offering”). The Second Tranche consisted of the issuance of 615,168 units in the capital of the
Corporation (the “ Units”) at a price of CAD$0.20 per Unit (the “ Offering Price ”) for gross
aggregate proceeds of $123,033.60. Each Unit was composed of one common share in the capital
of the Corporation (each, a “Share”) and one Share purchase warrant (each, a “Warrant”). Each
Warrant entitles the holder thereof to purchase one Share (each, a “Warrant Share”) at an exercise
price of $0.30 per Warrant Share for a period of 4 years from the date of issuance.
The Corporation previously closed an initial tranche of the Offering on April 1st, 2026 (the “First
Tranche”). The First Tranche consisted of the issuance of 3,696,250 Units for gross aggregate
proceeds of $739,250. Together with Tranche 2, the Offering consisted of the total issuance of
4,311,418 Units for total gross proceeds of $862,283.60.
The Corporation expects to use the proceeds of the Offering for exploration of the Corporation’s
mineral projects and general working capital purposes. The Offering is subject to the receipt of all
necessary regulatory approvals, including the receipt of final approval from the TSX Venture
Exchange (the “TSXV”).
In connection with the Second Tranche, the Corporation has agreed to pay a cash commission to
an eligible finder in the aggregate of $2,400 and to issue an aggregate of 12,000 finder’s warrants
exercisable at a price of $0.30 for forty-eight (48) months from the closing of the Second Tranche.
The securities issued pursuant to the Second Tranche and to eligible finders will be subject to a
statutory hold period of four months and one day from the date of issuance in accordance with
applicable securities laws.
Certain insiders of the Corporation subscribed for an aggregate of 233,750 Units under the First
Tranche of the Offering, which constitutes a “related party transaction” as such term is defined in
Multilateral Instrument 61 -101 – Protection of Minority Shareholders in Special Transactions
(“MI 61-101”). The Corporation is relying on the exemptions from the valuation and minority
shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI
61-101, as the fair market value of the acquired securities by such insiders will not exceed 25% of
the market capitalization of the Corporation, as determined in accordance with MI 61-101.
This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the
securities in the United States. The securities have not been and will not be registered under the
United States Securities Act of 1933, as amended , the (“ U.S. Securities Act ”) or any state
Media Release
securities laws and may not be offered or sold within the United States or to U.S. persons unless
registered under the U.S. Securities Act and applicable state securities laws or an exemption from
such registration is available.
About Silver Spruce Resources
Silver Spruce Resources Inc. is a Canadian junior exploration company. The Corporation’s
diversified exploration portfolio includes:
• Pino de Plata Ag Project - High-grade silver property with historic artisanal mining
located 15 kilometres west of Coeur Mining's Palmarejo Mine in western Chihuahua,
Mexico
• Jackie Au-Ag Project - Early-stage epithermal project with high-grade surface sampling
and strong structural targets located <10 kilometres northwest from Minera Alamos' Nicho
deposit in eastern Sonora, Mexico
• Melchett Lake VMS Zn-Ag-Au-Cu Project - Polymetallic project with historical drilling
in the Thunder Bay Mining District of Ontario
Contact:
Kenneth Macleod, Head of Corporate Development
(902) 521-5689
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 information that involves substantial known and unknown risks and uncertainties, most
of which are beyond the control of Silver Spruce Resources . Forward looking statements include estimates and statements that
describe Silver Spruce Resource’s future plans, objectives or goals, including words to the effect that Silver Spruce Resources or
its management expects a stated condition or result to occur. Forward -looking statements may be identified by such terms as
"believes", "anticipates", "expects", "estimates", "may", "could", "would", "will", or "plan". Since forward-looking statements are
based on assumptions and address future events and conditions, by their very nature they involve inherent risks and uncertainties.
Although these statements are based on information currently available to Silver Spruce Resources, the Corporation provides no
assurance that actual results will meet management's expectations. Risks, uncertainties and other factors involved with forward -
looking information could cause actual events, results, performance, prospects and opportunities to differ materially from those
expressed or implied by such forward-looking information.
Forward looking information in this news release includes, but is not limited to, the Corporation's objectives, goals or future plans,
statements regarding the Offering, intended use of proceeds of the Offering, and the receipt of all necessary final approvals for the
Offering. Factors that could cause actual results to differ materially from such forward -looking information include, but are not
limited to, failure or inability to complete the Offering on disclosed terms or at all, regulatory approval processes, failure to identify
mineral resources, delays in obtaining or failures to obtain required governmental, regulatory, environmental or other project
approvals, political risks, inability to fulfill the duty to accommodate First Nations and other indigenous peoples, uncertainties
relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange
rates, fluctuations in commodity prices, delays in the development of projects, capital and operating costs varying significantly
from estimates and the other risks involved in the mineral exploration and development industry, and those risks set out in the
Corporation's public documents filed on SEDAR +. Although the Co rporation believes that the assumptions and factors used in
preparing the forward -looking information in this news release are reasonable, undue reliance should not be placed on such
information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in
the disclosed time frames or at all. Silver Spruce Resources disclaims any intention or obligation to update or revise any forward-
looking information, whether as a result of new information, future events or otherwise, other than as required by law.