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Norfolk County , Ontario - September 27 2012 - Spruce Ridge Resources Ltd (TSXV: SHL) ("Spruce Ridge") is pleased to announce that it has closed the second tranche of its previously announced $1,500,000 non-brokered private placement (news release of July 16, 2012) pursuant to which it has issued 1,859,000 Units at a price of $0.10 per Unit for gross proceeds of $185,900 and issued 160,000 flow through units at a price of $0.125 per FT Unit for gross proceeds of $20,000. Total proceeds from the first and second tranche was $689,400. The Company will not pursue further tranches at this time.
Each Unit consists of one common share and one common share purchase warrant ("Unit Warrant"), with each Unit Warrant entitling the holder to acquire one additional common share at a price of $0.25 per share for a period of 24 months from closing.
Each FT Unit consists of one flow-through share and one - half of one share purchase warrant ("FT Unit Warrant"), with each whole FT Unit Warrant entitling the holder to acquire one additional common share at a price of $0.25 per share for a period of 24 months from closing.
All securities issued in the private placement will be subject to a four-month hold period from the Closing of the Placement.
No finder's fees were paid in connection with the Common Shares sold under the first tranche of the Private Placement.
Certain insiders of Spruce Ridge including the President and Chief Executive Officer participated on the same terms in the Private Placement for an aggregate of 37% of the issued Units.
The Unit Warrants and the FT Unit Warrants (collectively the "Warrants") are subject to the right of the Company to accelerate the exercise period. If after four months and one day from the issuance of the Units, common shares of the Company trade at or above CDN $0.30 for a period of 20 consecutive trading days, the Company may notify the warrant holder to exercise the Warrants at a date no later than 30 calendar days after this notification date or forfeit any unexercised warrants at that time.
The proceeds of the private placement will be used to fund exploration activities on the Company's Fletcher Junction gold property in Nevada, the Kramer gold property in Western Newfoundland and for general working capital purposes.
About Spruce Ridge Resources
Spruce Ridge Resources is focused on exploring the Fletcher Junction gold property in Nevada and the Kramer gold property in western Newfoundland. It has two gold properties in the Beardmore-Geraldton greenstone belt of northwestern Ontario and two uranium properties in Newfoundland. Spruce Ridge also has a 50% joint venture with RX Gold & Silver Inc. The property contains tailings with low grade gold and silver from the Drumlummon Mine in Montana.
This news release has been reviewed and approved by Colin Bowdidge, Ph.D., P.Geo., a director of the company and a Qualified Person as defined in NI43-101.
For further information please contact John Ryan, President and CEO of Spruce Ridge Resources Ltd. at 519-428-5327 or email shiitakejr@gmail.com
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.
CAUTIONARY STATEMENT: Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein. This news release contains forward-looking information, which is not comprised of historical facts. Forward-looking information involves risks, uncertainties and other factors that could cause actual events, results, performance, prospects and opportunities to differ materially from those expressed or implied by such forward-looking information. Forward looking information in this news release includes, but is not limited to, the Company's objectives, goals or future plans, statements regarding exploration results and exploration plans. Factors that could cause actual results to differ materially from such forward-looking information include, but are not limited to, capital and operating costs varying significantly from estimates, the preliminary nature of metallurgical test results, delays in obtaining or failures to obtain required governmental, environmental or other project approvals, political risks, uncertainties relating to the availability and costs of financing needed in the future, changes in equity markets, inflation, changes in exchange rates, fluctuations in commodity prices, delays in the development of projects and the other risks involved in the mineral exploration and development industry, and those risks set out in the Company's public documents filed on SEDAR. Although the Company believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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