Mr. Stephen Balch reports

SPRUCE RIDGE COMPLETES OREGON NICKEL ASSETS ACQUISITION WITH RAB CAPITAL

Further to its press release dated Nov. 16, 2023, Spruce Ridge Resources Ltd. has completed its acquisition with RAB Capital Holdings Ltd. of all the issued and outstanding securities of RFN Holdings Ltd., which is the holder of an 80-per-cent interest in Homeland Nickel Corp. Spruce Ridge now owns 80 per cent of Homeland Nickel, which owns the Cleopatra and Red Flat nickel laterite deposits in southwest Oregon, both of which host historical resources (further described in the company's news release of Nov. 16, 2023), as well as an interest in some secondary nickel laterite deposits in the vicinity of the properties. The company's website is being updated to include the properties and a new slide presentation will be uploaded soon.

Commenting on the completion of the acquisition, president and chief executive officer Steve Balch stated: "With the acquisition now behind us, it's time to apply for permits so that we can start exploring. We believe there is substantial resource upside on both properties that we can realize by drilling deeper. Cleopatra contains an area of 949 acres with an average nickel grade of 1.12 per cent. Cleopatra overall has only been explored to an average depth of eight to 12 feet. Nickel grades appear to increase with depth and laterite thickness could exceed 50 feet in some areas. The basement rocks have yet to be intersected on the property. Our proposed exploration program would focus first on Cleopatra with a series of up to 70 drill holes completed to a depth of 50 feet located with a drill spacing of 600 feet by 1,200 feet and focused on the northeast one-third of the property."

Pursuant to the terms of the transaction, the company acquired a 100-per-cent interest in RFN by:

• Making a $50,000 cash payment to RAB Capital, which was previously completed;
• Transferring to RAB Capital two million common shares in the capital of Canada Nickel Company Inc. held by Spruce;
• Paying $450,000, which was settled against RAB Capital's subscription for an aggregate $450,000 in the non-brokered financing closed on Dec. 21, 2023 (further described in the company's news release of Dec. 21, 2023);
• Issuing to RAB Capital an aggregate of 10 million common shares in the capital of Spruce, such shares being subject to a four-month-and-one-day statutory hold period;
• Granting to RAB Capital a 2-per-cent net smelter returns (NSR) on the properties and the deposits, with an option to repurchase 50 per cent of each NSR for $2-million;
• Reimbursing RAB Capital a total of $37,957 (U.S.) for the cost of tenement renewals on the properties paid for the year 2023/2024 and a total of $22,500 (U.S.) for the cost of preparation of audited financial statements;
• Assuming a pre-existing intercorporate loan between RAB Capital and HLN totalling approximately $36.74-million (U.S.), which is now owed to Spruce and the company has the option to cancel it entirely or to use it in the future for tax purposes;
• Agreeing to pay funds to RAB Capital upon reaching certain milestones, as follows:
  • $1-million cash payment upon filing a technical report on one or both of the properties where a nickel resource is re-evaluated (or restated) to a standard in accordance with the requirements of National Instrument 43-101 (Standards of Disclosure for Mineral Properties);
  • $2-million cash payment upon completion of a NI 43-101 preliminary economic assessment on one or both of the properties;
  • $2-million cash payment upon completion of a NI 43-101 feasibility study on one or both of the properties;
  • $10-million cash payment upon announcement of a decision to commence construction on one or both of the properties.

In connection with the transaction, the company conducted a title review of the properties and, although there were certain limitations in the review resulting from a data breach in the Curry County Recorder's Office in Oregon, the company is satisfied with the results of the title review.

Qualified person

Stephen J. Balch, PGeo (Ontario), the company's president and chief executive officer and a qualified person under National Instrument 43-101, has reviewed and approved the technical content of this press release.

About Spruce Ridge Resources Ltd.

Spruce Ridge is a Canadian-based mineral exploration company focused on critical metal resources with nickel projects in Oregon, United States, and copper projects in Newfoundland, Canada.

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