SRCGF - Spruce Ridge Announces Completion of Dividend-in-kind of Shares of Canada Nickel Company
(TheNewswire)
TheNewswire – November 15 th , 2021 - Spruce Ridge Resources Ltd. (TSXV:SHL) -(“ Spruce Ridge ” or the “ Company ”) announcesthat it has completed the previously announced in-specie dividenddistribution (the “ Dividend ”) of an aggregate of 2,505,024common shares of Canada Nickel Company Inc. (TSXV: CNC)(“ CNC Shares ”) (see the Company’s news release dated October 22, 2021for more details on the Dividend).
Immediately prior to the completion of the Dividend,Spruce Ridge held, directly or indirectly, 8,100,000 CNC Shares,representing on a non-diluted and partially diluted basisapproximately 9.15% of the CNC Shares then issued and outstanding. Following the completion of the Dividend, Spruce Ridge held,directly or indirectly, 5,594,995 CNC Shares, representing on anon-diluted and partially diluted basis approximately 6.33% of the CNCShares then issued and outstanding. As such, Spruce Ridge is no longeran insider of Canada Nickel Company under applicable securities laws.
The CNC Shares were acquired by Spruce Ridge inconnection with the previously announced sale of its interest in theCrawford Nickel-Cobalt Sulphide project (the “ Project Sale ”), details ofwhich are contained in the Company’s previous news releases issuedon October 1, 2019 and February 19, 2020. The Company disposed ofthe 2,505,024 CNC Shares described in this press release, as sincereceiving the CNC Shares in February 2020 following completion of theProject Sale, it has always been the Company’s intention todistribute a total of 5,000,000 CNC Shares to Spruce Ridgeshareholders following their release from escrow under applicablesecurities laws. In accordance with such applicable securities laws,and depending on market and other conditions,Spruce Ridge may from time to time in the futureincrease or decrease its ownership, control or direction over CNCShares, through market transactions, private agreements, or otherwise. For the purposes of this notice, the address ofSpruce Ridge is 7735 Leslie Road West, Puslinch, ON N0B 2J0.
This press release is issued pursuant to NationalInstrument 62-103 - The EarlyWarning System and Related Take-Over Bid and Insider ReportingIssues , which also requires a report to be filedwith regulatory authorities in each of the jurisdictions in which theCompany is a reporting issuer containing information with respect tothe foregoing matters (the " Early Warning Report "). A copy of theEarly Warning Report is available on Canada Nickel Company’s profileon SEDAR at www.sedar.com .
About Spruce Ridge Resources Ltd.
Spruce Ridge holds a 100% interest in the Great BurntCopper-Gold Property in Central Newfoundland which covers a series ofcopper ± gold rich VMS deposits. Spruce Ridge recently acquired certain mineral leases with petroleum and naturalgas rights, plus oil and gas wells, pipelines and facilities in theUnity area of southwestern Saskatchewan. Included in the purchase are793 ha of petroleum and natural gas rights from surface to the base ofthe Mannville Group with an average working interest of 84%. Thepurchase includes 5 active oil wells, 10 suspended oil and gas wells,heavy oil facilities, pipelines, and an active produced water disposalwell. In 2020, Spruce Ridge Resources sold itsinterest in t he Crawford Nickel-Cobalt Sulphideproject to Canada Nickel Company Inc . and currently holds5,594,995 common shares. In 2015, Spruce Ridgeoptioned its Viking/Kramer gold properties in Western Newfoundland toMagna Terra Minerals Inc.
For further information please contact:
John Ryan, President and CEO
Spruce Ridge Resources Ltd.
Phone: 519-822-5904
Email: spruceridgeresources@gmail.com
Forward-Looking Statements
Neither TSX Venture Exchange nor itsRegulation Services Provider (as that term is defined in the policiesof the TSX Venture Exchange) accepts responsibility for the adequacyor accuracy of this release. This News Release includes certain"forward-looking statements" which are not comprised ofhistorical facts. Forward-looking statements include estimates andstatements that describe the Company’s future plans, objectives orgoals, including words to the effect that the Company or managementexpects a stated condition or result to occur. Forward-lookingstatements may be identified by such terms as “believes”,“anticipates”, “expects”, “estimates”, “may”, “could”,“would”, “will”, or “plan”. Since forward-lookingstatements are based on assumptions and address future events andconditions, by their very nature they involve inherent risks anduncertainties. Although these statements are based on informationcurrently available to the Company, the Company provides no assurancethat actual results will meet management’s expectations. Risks,uncertainties and other factors involved with forward-lookinginformation could cause actual events, results, performance, prospectsand opportunities to differ materially from those expressed or impliedby such forward-looking information. Forward looking information inthis news release includes, but is not limited to, the intention tocomplete the transactions, and the Company’s objectives, goals orfuture plans. Factors that could cause actual results to differmaterially from such forward-looking information include, but are notlimited to an inability to complete the transactions, failure toidentify mineral resources, failure to convert estimated mineralresources to reserves, delays in obtaining or failures to obtainrequired regulatory, governmental, environmental or other projectapprovals, political risks, inability to fulfill the duty toaccommodate First Nations and other indigenous peoples, uncertaintiesrelating to the availability and costs of financing needed in thefuture, changes in equity markets, inflation, changes in exchangerates, fluctuations in commodity prices, delays in the development ofprojects, capital and operating costs varying significantly fromestimates and the other risks involved in the mineral exploration anddevelopment industry, and those risks set out in the Company’spublic documents filed on SEDAR. Although the Company believes thatthe assumptions and factors used in preparing the forward-lookinginformation in this news release are reasonable, undue reliance shouldnot be placed on such information, which only applies as of the dateof this news release, and no assurance can be given that such eventswill occur in the disclosed time frames or at all. The Companydisclaims any intention or obligation to update or revise anyforward-looking information, whether as a result of new information,future events or otherwise, other than as required by law.
This news release does notconstitute an offer to sell or a solicitation of an offer to buy norshall there be any sale of any of the securities in any jurisdictionin which such offer, solicitation or sale would be unlawful, includingany of the securities in the United States of America. The securitieshave not been and will not be registered under the United StatesSecurities Act of 1933, as amended (the “1933 Act”) or any statesecurities laws and may not be offered or sold within the UnitedStates or to, or for account or benefit of, U.S. Persons (as definedin Regulation S under the 1933 Act) unless registered under the 1933Act and applicable state securities laws, or an exemption from suchregistration requirements is available.
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