SRCGF - Spruce Ridge Completes Oregon Nickel Assets Acquisition with RAB Capital

(TheNewswire)

Toronto, Ontario – TheNewswire - March 1, 2024 – Spruce Ridge ResourcesLtd. (“ Spruce Ridge ” or the “ Company ”)(TSXV:SHL ) , ( OTC:SRCGF) is pleased to announce thatfurther to its press release dated November 16, 2023, the Company hascompleted its acquisition (the “ Transaction ”) withRAB Capital Holdings Limited (“ RAB Capital ”) of allthe issued and outstanding securities of RFN Holdings Limited(“ RFN ”), which is the holder of an 80% interest in HomelandNickel Corporation (“ Homeland Nickel ”). Spruce Ridge now owns 80%of Homeland Nickel, which owns the Cleopatra and Red Flat nickellaterite deposits in southwest Oregon (the “ Properties ”), bothof which host historical resources (further described in theCompany’s news release of November 16, 2023), as well as an interestin some secondary nickel laterite deposits in the vicinity of theProperties (the “Deposits”). The Company’s website is beingupdated to include the Properties and a new slide presentation will beuploaded soon.

Commenting on the completion of the acquisition,President and CEO Steve Balch stated that, “With the acquisition nowbehind us, it's time to apply for permits so that we can startexploring. We believe there is substantial resource upside on bothproperties that we can realize by drilling deeper. Cleopatra containsan area of 949 acres with an average nickel grade of 1.12%. Cleopatraoverall has only been explored to an average depth of 8-12 feet.Nickel grades appear to increase with depth, and laterite thicknesscould exceed 50 feet in some areas. The basement rocks have yet to beintersected on the property. Our proposed exploration program wouldfocus first on Cleopatra with a series of up to 70 drillholescompleted to a depth of 50 feet located with a drill spacing of 600feet by 1200 feet and focused on the northeast one-third of theproperty”.

Pursuant to the terms of the Transaction, the Companyacquired a 100% interest in RFN by:

• making a $50,000 cash payment to RAB Capital, which waspreviously completed;

• transferring to RAB Capital 2,000,000 common shares inthe capital of Canada Nickel Company Inc. held by Spruce;

• paying $450,000, which was settled against RABCapital’s subscription for an aggregate $450,000 in the non-brokeredfinancing closed on December 21, 2023 (further described in theCompany’s news release of December 21, 2023);

• issuing to RAB Capital an aggregate of 10,000,000common shares in the capital of Spruce, such shares being subject to a four month and one day statutory holdperiod

• granting to RAB Capital a 2.0% net smelter returns( NSR ”)on the Properties and the Deposits, with an option to repurchase 50%of each NSR for $2,000,000;

• reimbursing RAB Capital a total of US$37,957 for thecost of tenement renewals on the Properties paid for the year 2023/24and a total of US$22,500 for the cost of preparation of auditedfinancial statements;

• assuming a pre-existing intercorporate loan between RABCapital and HLN totaling approximately US$36.74 million, which is nowowed to Spruce and the Company has the option to cancel it entirely orto use it in the future for tax purposes;

• agreeing to pay funds to RAB Capital upon reachingcertain milestones, as follows:

  • $1,000,000 cash payment upon filing a technical reporton one or both of the Properties where a nickelresource is re-evaluated (or restated) to a standard in accordance with the requirements of National Instrument 43-101 – Standardsof Disclosure for Mineral Properties ( NI 43-101 ”);

  • $2,000,000 cash payment upon completion of a NI 43-101preliminary economic assessment on one or both of theProperties;

  • $2,000,000 cash payment upon completion of a NI 43-101feasibility study on one or both of the Properties; and

  • $10,000,000 cash payment upon announcement of adecision to commence construction on one or both of theProperties.

In connection with the Transaction, the Companyconducted a title review of the Properties and although there werecertain limitations in the review resulting from a data breach in theCurry County Recorder’s Office in Oregon, the Company is satisfiedwith the results of the title review.

Qualified Person

Stephen J. Balch, P.Geo. (ON), the Company’sPresident and CEO and a “Qualified Person” under NationalInstrument 43-101, has reviewed and approved the technical content ofthis press release.

About Spruce Ridge

Spruce Ridge is a Canadian-based mineral explorationcompany focused on critical metal resources with nickel projects inOregon, United States and copper projects in Newfoundland, Canada. TheCompany also holds a significant portfolio of mining securitiesincluding 3.6 million shares of Canada Nickel Company Inc.(TSX-V:CNC), 10.0 million shares of Noble Mineral Exploration Inc.(TSX-V:NOB), 15.0 million shares of Benton Resources Inc. (TSX-V:BEX)and 2.5 million shares of Magna Terra Minerals Inc. (TSX-V:MTT).Spruce’s common shares trade on the TSX Venture Exchange under thesymbol “SHL”. More detailed information can be found on theCompany’s website at:

http://www.spruceridgeresources.com

Cautionary Statement

Neither TSX Venture Exchange nor its RegulationServices Provider (as that term is defined in the policies of the TSXVenture Exchange) accepts responsibility for the adequacy or accuracyof this news release. No stock exchange, securities commission orother regulatory authority has approved or disapproved the informationcontained herein. This news release contains statements thatconstitute “forward-looking statements”. Forward-lookingstatements are statements that are not historical facts and include,but are not limited to, disclosure regarding possible events, that arebased on assumptions and courses of action, and in certain cases, canbe identified by the words “expects”, “plans”,“anticipates”, “believes”, “intends”, “estimates”,“projects”, “potential” and similar expressions, or thatevents or conditions “will”, “would”, “may”, “could”or “should” occur, or the negative forms of any of these words andother similar expressions. Forward-looking statements includestatements related to future plans for the Company, and otherforward-looking information. Forward-looking statements are based onvarious assumptions including with respect to the anticipated actionsof securities regulators, stock exchanges, and government entities,management plans and timelines, as well as results of operations,performance, business prospects and opportunities. Although theforward-looking statements contained in this news release are basedupon what the management of the Company believes are reasonableassumptions on the date of this news release, such assumptions mayprove to be incorrect. Forward-looking statements involve known andunknown risks and uncertainties, they should not be read as guaranteesof future performance or results, and they will not necessarily beaccurate indications of whether such results will be achieved. Anumber of factors could cause actual results, performance orachievements to differ materially from the results discussed in theforward-looking statements, including, but not limited to: aninability to develop and successfully implement explorationstrategies; general business, economic, competitive, political andsocial uncertainties; the lack of available capital; impact of theevolving situation in Ukraine on the business of the Company; andother risks detailed from time-to-time in the Company’s ongoingfilings with securities regulatory authorities, which filings can befound at www.sedarplus.ca. The Company cannot assure readers thatactual results will be consistent with these forward-looking statements. Readers are cautioned not toplace undue reliance on forward-looking statements in this pressrelease. These forward-looking statements are made as of the date ofthis news release and the Company disclaims any intent or obligationto update any forward-looking statement, whether because of newinformation, future events or otherwise, unless otherwise required bylaw.

Contact

Stephen Balch, President & CEO

Phone:        905.407.9586

Email:        steve@beci.ca

Copyright (c) 2024 TheNewswire - All rights reserved.