Mr. Steve Balch reports

SPRUCE RIDGE RESOURCES LTD. ANNOUNCES BINDING LETTER OF INTENT WITH BENTON RESOURCES INC. FOR OPTION OF NEWFOUNDLAND PROPERTY

Spruce Ridge Resources Ltd. has signed a binding letter of intent (LOI) with Benton Resources Inc. to enter into an option agreement whereby Benton can earn an undivided 70-per-cent interest in Spruce's Great Burnt copper/gold property, composed of six mineral licences and one mining lease.

Highlights of the option agreement

Under the terms of the option agreement, Benton can earn a 70-per-cent undivided interest in the property by:

• Making a $40,000 cash payment to Spruce upon receipt of approval of the TSX Venture Exchange;
• Issuing to Spruce 15 million common shares in the capital of Benton as follows:
  • Five million Benton shares subject to a four-month regulatory trading restriction;
  • Five million Benton shares subject to a four-month regulatory trading restriction plus an additional eight-month voluntary trading restriction; and
  • Five million Benton shares subject to a four-month regulatory trading restriction plus an additional 20-month voluntary trading restriction.
• Completing $2.5-million in exploration expenditures on the property within 36 months of the date of the LOI, of which $1-million must be expended by the first anniversary of the LOI, subject to the right of Benton to accelerate the completion of such expenditures and share issuances.

Once a 70-per-cent interest in the property is earned by Benton, the property will be operated as a participating joint venture.

Commenting on the LOI, Steve Balch, interim president and chief executive officer, explained that: "Spruce is very pleased to be partnering with Benton, a well-know exploration company with deep roots in Newfoundland. This agreement forms part of our plan to diversify our property obligations, while acquiring additional critical mineral resources through a combination of expertise and leverage of our security portfolio, including our 5.7 million common shares of Canada Nickel Company Inc. We see this as a good time to expand and diversify our asset base."

The transaction is subject to due diligence by both parties, which is continuing, and is subject to approval by the TSX Venture Exchange.

Newfoundland property update

Spruce currently holds six mineral licences (033214M, 033215M, 027013M, 009881M, 006683M and 020961M) that total 616 individual mineral claims (15,525 hectares) and one mining lease, 211-10210M (165 hectares), all located in central Newfoundland. Previous exploration at Great Burnt has defined a National Instrument 43-101 -- Standards of Disclosure for Mineral Projects compliant resource of 47.2 million pounds (Mlb) copper (Cu) at 3.21 per cent (indicated) and 25 Mlb Cu at 2.35 per cent (inferred). The copper resource remains open to the south and at depth. Exploration at South Pond has identified potential for both copper and gold along several kilometres of strike, with drill hole SP21-01, for example, intersecting 1.69 grams per tonne (g/t) gold (Au) over 51 metres within 10 m of surface. The mineral claims and the mining lease remain in good standing, and are monitored monthly by an independent consulting geologist.

We seek Safe Harbor.