Mr. Steve Balch reports

SPRUCE RIDGE ANNOUNCES REVOCATION OF CEASE TRADE ORDER AND PROVIDES PROPERTY UPDATE

On Aug. 4, 2023, the Ontario Securities Commission granted a full revocation of the failure-to-file cease trade order issued against Spruce Ridge Resources Ltd. on Sept. 2, 2022. The company had been subject to the CTO for failure to meet the deadlines to file the annual audited financial statements, chief executive officer and chief financial officer certifications, and management's discussion and analysis.

The company completed the filing of the annual filings on March 2, 2023. The company also filed financial statements and management's discussion and analysis for the interim periods ended July 31, 2022, Oct. 31, 2022, and Jan. 31, 2023. After a review of the company's continuous disclosure record by the OSC, the company has also been advised of its failure to file the letter from the former auditor and the statement of executive compensation for the year ended April 30, 2022. Copies of all these filings have been filed and are available under the company's SEDAR+ profile.

Spruce Ridge is working actively with the TSX Venture Exchange to revoke the trading halt imposed on its common shares. The timing and success of this application are currently unknown, but the company is working diligently to ensure that its securities resume trading as soon as possible. The company confirms that its business has not changed and that the company remains active and well financed with all properties in good standing.

Update on Great Burnt technical report

The company wishes to comment on its disclosure found in the technical report entitled "Updated Mineral Resource Estimate and Preliminary Economic Assessment (PEA) of the Great Burnt Copper-Gold Property, Central Newfoundland," as requested by the OSC. Page 127 of the report lists the formula, "CuEq per cent = Cu per cent + (Au g/t x 0.687)." The company notes that the value 0.687 (not specifically defined in the report) is the ratio between one gram of gold and 1 per cent copper net of recovery and payables and at $3.62 per pound Cu at 95-per-cent recovery and 95 per cent payable would be worth approximately $73.03 (U.S.) per 1 per cent. At $1,650 per ounce Au at 95-per-cent recovery and 98 per cent payable, it would be worth approximately $49.39 (U.S.) per gram. The ratio between $49.39 and $72.03 results in the value of 0.687, which was used to convert gold to copper equivalent. The resource estimate in Section 14 was completed about a year prior to the PEA, and the metallurgical testwork recorded a recovery of 55 per cent for Au. The economic model in Section 22 of the report uses 55-per-cent Au recovery. For more information, readers are encouraged to consult the full text of the report found on the company's SEDAR+ page.

Update on audit committee composition

The company is pleased to confirm the composition of its current audit committee, which consists of H. Vance White (chair), Stephen Balch and Birks Bovaird. Mr. White and Mr. Bovaird are independent within the guidelines prescribed by National Instrument 52-110 (Audit Committees). Mr. Balch is not independent by virtue of his position as a senior officer of the company. The majority of the audit committee is thus independent.

Update on dispute with former chief executive officer

Upon taking control of the company's records in August of 2022, current management was notified of funds owed to the company by the former president and CEO. Part of the receivable was secured by a pledge of shares of another publicly traded company between the former president and CEO and the company, and the funds were reported as a miscellaneous receivable on the company's most recent financial statements and management's discussion and analysis for the nine months ended Jan. 31, 2023. To date, the former president and CEO has not repaid the receivable. After reviewing the accounting records, current management does not believe the funds were advanced for legitimate business purposes. Further, after reviewing the matter with its legal counsel, current management is of the opinion that the pledge is unenforceable.

Current management has been negotiating with the former president and CEO to reach acceptable repayment terms, which would not have a negative impact on the company. Despite best efforts, current management has been unable to reach an acceptable settlement and has commenced litigation to recover the receivable and costs by filing a statement of claim with the Ontario Superior Court of Justice on April 5, 2023. The company continues to seek full repayment of the receivable.

Due to these factors, subsequent to filing of the Jan. 31, 2023, financial statements and MD&A, there is now greater uncertainty surrounding the timing of recovery and quantum of the receivable. As a result of this, management has assessed the receivable for impairment and intends to impair the full amount of the miscellaneous receivable in the coming annual financial statements for the year ended April 30, 2023, which is an amount of $631,030. Current management continues to seek a resolution that will minimize negative impacts on the company and will update shareholders as these matters progress.

We seek Safe Harbor.