Mr. Stephen Balch reports

SPRUCE RIDGE RESOURCES LTD. ANNOUNCES THE CLOSING OF THE ACQUISITION OF THE SHAMROCK NICKEL PROPERTY IN OREGON

Spruce Ridge Resources Ltd. has closed the acquisition of the Shamrock nickel sulphide property, located near Medford in southwest Oregon, United States (see press release dated March 11, 2024).

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."

The acquisition terms were amended as disclosed as follows.

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 Corp. 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, copper, cobalt and platinum. Underground development occurred during 1949 to 1950 by the U.S. Bureau of Mines (USBM). The 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 nickel, 1.1 per cent copper, 0.07 per cent cobalt and 0.03 ounce per ton platinum. In 1952 and 1953, the USBM removed 101.5 tonnes of manganese-rich and iron-rich material from previously discovered pods for metallurgical sampling, with assays returning 23.1 per cent to 32.3 per cent Mn and 2.06 per cent to 3.70 per cent Fe.

Nickel-copper mineralization can be traced along strike for 1,500 feet north-south and 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 acquired a 100-per-cent interest in the property by:

• Making a cash payment of $148,949 to Northwest Nickel;
• Issuing to Northwest Nickel an aggregate of 2.5 million common shares in the capital of Spruce;
• Granting to Northwest a 2.0-per-cent net smelter return (NSR) royalty, with the option to repurchase 50 per cent of the NSR royalty for consideration of $1-million.

The original terms involved transferring to Northwest Nickel 100,000 common shares in the capital of Canada Nickel Company Inc. held by Spruce but were amended to be included in the cash payment of $148,949 included herein.

The acquisition is an arm's-length transaction for the purposes of the policies of the TSX Venture Exchange and no finders' 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.

Qualified person

Stephen J. Balch, PGeo (Ontario), the company's president and chief executive officer and a qualified person under NI 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. The company also holds a significant portfolio of mining securities, including 3.55 million shares of Canada Nickel Company, 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. Spruce's common shares trade on the TSX-V under the symbol SHL.

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