Mr. Steve Balch reports

SPRUCE RIDGE RESOURCES LTD. COMPLETES PRIVATE PLACEMENT FINANCING

Spruce Ridge Resources Ltd. has closed the previously announced non-brokered private placement of 30 million units, which were sold at five cents per unit for gross proceeds of $1.5-million. Each unit consists of one common share and one-half of a common share purchase warrant. Each whole common share purchase warrant entitles the holder to acquire one common share for 10 cents for a period of two years after the closing of the offering.

The offering of the units is subject to the receipt of all required corporate and regulatory approvals including the approval of the TSX Venture Exchange. All securities issued and issuable pursuant to the offering are subject to a four-month-and-one-day statutory hold period.

Pursuant to the offering, a total of nine million units were issued to RAB Capital Holdings Ltd. in settlement of $450,000 of the purchase price for the transaction with RAB, further described in the news release of the company dated Nov. 16, 2023. The units issued to RAB will be held in escrow until the closing of the transaction.

Proceeds from the offering will be used to pay the purchase price of the transaction, to finance exploration on the properties to be acquired under the transaction, finance milestone payments pursuant to the transaction purchase agreement and for general corporate purposes.

Related party transaction

In connection with the offering, certain insiders of the company, including officers and directors, have agreed to acquire an aggregate 1.6 million units, for gross proceeds of $80,000. The acquisition of 1.6 million units by insiders in connection with the offering will be considered a related party transaction pursuant to Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions requiring the company, in the absence of exemptions, to obtain a formal valuation for, and minority shareholder approval of, the related party transaction. The company is relying on an exemption from the formal valuation requirements of Multilateral Instrument 61-101 available because no securities of the company are listed on specified markets, including the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the Nasdaq or any stock exchange outside of Canada and the United States other than the Alternative Investment Market of the London Stock Exchange or the PLUS markets operated by PLUS Markets Group PLC. The company is also relying on the exemption from minority shareholder approval requirements set out in MI 61-101 as the fair market value of the participation in the offering by the insiders does not exceed 25 per cent of the market capitalization of the company, as determined in accordance with MI 61-101.

We seek Safe Harbor.