Mr. Steve Balch reports

SPRUCE RIDGE RESOURCES LTD. ANNOUNCES REGULATORY APPROVAL OF OPTION AGREEMENT WITH BENTON RESOURCES INC. FOR NEWFOUNDLAND PROPERTY

Spruce Ridge Resources Ltd., further to its news release of Aug. 17, 2023, has entered into an option agreement with Benton Resources Inc. dated Sept. 20, 2023, pursuant to which Benton has an option to earn an undivided 70-per-cent interest in Spruce's Great Burnt copper/gold property.

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 on or before Aug. 15, 2026, of which $1-million must be expended on or before Aug. 15, 2024, subject to the right of Benton to accelerate the completion of such expenditures and share issuances.

Benton has completed the cash payment of $40,000 and a total of 15 million Benton shares have been issued to the company. Once a 70-per-cent interest in the property is earned by Benton, the property will be operated as a participating joint venture (JV). In the event that either party is diluted below a 10-per-cent interest in the JV, its interest would convert to a 2-per-cent net smelter return (NSR) royalty on the property. Further, the option agreement will continue to be subject to certain legacy NSRs, including:

• A 2-per-cent NSR royalty in favour of Glencore on certain mining leases (in addition, if commercial production commences from this lease, then a cash payment of $1-million or the issuance of common shares representing equivalent value must be made to Glencore);
• A 0.5-per-cent NSR royalty in favour of Pavey Ark on any production from certain mining leases (Pavey Ark will retain a 2-per-cent NSR royalty on any production from certain mineral exploration licences).

For further details on the property and the transaction, please see the company's news release of Aug. 17, 2023. The transaction is subject to final acceptance by the TSX Venture Exchange.

We seek Safe Harbor.