Mr. Stephen Balch reports

SPRUCE RIDGE RESOURCES LTD. ANNOUNCES BINDING LETTER OF INTENT TO ACQUIRE SHAMROCK NICKEL PROPERTY IN OREGON

Spruce Ridge Resources Ltd. has signed a binding letter of intent (LOI) with Northwest Nickel Corp. to acquire the Shamrock nickel sulphide property, located near Medford in southwest Oregon, United States.

Steve Balch, president and chief executive officer, stated: "Spruce is increasing its presence in the U.S. critical minerals market with the acquisition of an interesting nickel sulphide property, where the grades of nickel and copper are both over 1.0 per cent, and where the mineralization is open along strike and at depth. We do not yet know the extent of the mineralization and there is no record of exploration since the 1950s. We believe there are significant platinum group metals present as well."

Shamrock property

Information on the property is taken from a National Instrument 43-101 -- Standards of Disclosure for Mineral Projects report prepared by D.E. Cameron for Northwest Nickel, with an effective date of March 1, 2023.

The property consists of 40 unpatented lode claims, accessible by paved road, covering approximately 758 acres and located 20 miles northwest of Medford, Ore.

The area was first prospected in the early 1900s, when a 60-foot-deep inclined shaft was excavated to intersect the main Shamrock showing containing nickel (Ni), copper (Cu), cobalt (Co) and platinum (Pt). Underground development occurred during 1949 to 1950 by the U.S. Bureau of Mines (USBM). USBM completed 11 diamond drill holes totalling 3,419 feet, and outlined a lens of nickel-copper sulphide 325 feet long, 200 feet deep and three feet to 25 feet thick. A 200-pound composite sample was submitted for metallurgy and assayed 1.3 per cent Ni, 1.1 per cent Cu, 0.07 per cent Co and 0.03 ounce per ton (oz/ton) Pt. In 1952 to 1953, USBM removed 101.5 tons of manganese-and-iron-rich material from previously discovered pods for metallurgical sampling, with assays returning 23.1 per cent to 32.3 per cent manganese (Mn) and 2.06 per cent to 3.70 per cent iron (Fe).

Nickel-copper mineralization can be traced along strike for 1,500 feet north-south, 500 feet east-west and contains two mineralized lenses. Ultramafic rocks were intersected in drilling and consist predominantly of peridotite and related serpentinite, as well as norite and diorite. The best mineralization is present in a coarse-grained norite. Sulphide mineralization includes pyrrhotite, pentlandite, chalcopyrite and pyrite. A bulk flotation program recovered 92.3 per cent of the Ni, 89.4 per cent of the Cu and 51.3 per cent of the Pt.

Acquisition terms

Under the terms of the acquisition, Spruce will acquire a 100-per-cent interest in the property upon closing by:

• Transferring to Northwest Nickel 100,000 common shares in the capital of Canada Nickel Company Inc. held by Spruce;
• Making a $10,000 cash payment to Northwest Nickel;
• Issuing to Northwest Nickel an aggregate of 2.5 million common shares in the capital of Spruce;
• Granting to Northwest Nickel a 2.0-per-cent net smelter returns royalty (NSR) with the option to repurchase 50 per cent of the NSR for consideration of $1-million.

The acquisition is an arm's-length transaction for the purposes of the policies of the TSX Venture Exchange and no finder's fees are payable in connection with the acquisition. The company expects that the acquisition will meet the criteria of an expedited acquisition under TSX-V Policy 5.3 -- Acquisitions and Dispositions of Non-Cash Assets and remains subject to the TSX-V's final acceptance. All securities issuable in connection with the acquisition will be subject to a hold period of four months and one day after closing.

Additional technical information on the property is available on the company's website.

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 and gold projects in Newfoundland, Canada. The company also holds a significant portfolio of mining securities, including 3.6 million shares of Canada Nickel Company Inc., 10 million shares of Noble Mineral Exploration Inc., 15 million shares of Benton Resources Inc. and 2.5 million shares of Magna Terra Minerals Inc.

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