Spruce Ridge Resources Announces $1,500,000 Non-Brokered Private Placement

(via Thenewswire.ca)

Norfolk County , Ontario - July 16, 2012 - Spruce Ridge Resources Ltd (TSXV: SHL) ("Spruce Ridge") announces a non-brokered private placement of up to 9,000,000 Units at a price of CDN $0.10 per Unit and up to 4,800,000 flow-through units ("FT Units") at a price of CDN $0.125 per FT Unit for gross proceeds of CDN $1,500,000.

Each Unit will consist 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 will consist 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.

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 directed towards the recently acquired Fletcher Junction gold property in Nevada and exploration programs on the Company's Newfoundland properties.

The private placement is subject to TSX Venture Exchange acceptance.

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.

Investors are cautioned that trading in the securities of this Issuer should be considered highly speculative. Except for historical information contained herein, this news release contains forward-looking statements that involve risks and uncertainties. Actual results may differ materially. The Issuer will not update these forward-looking statements to reflect events or circumstances after the date hereof. More detailed information about potential factors that could affect financial results is included in the documents filed from time to time with the Canadian securities regulatory authorities by Spruce Ridge Resources Ltd.

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