Sunridge Gold Corp. (the "Company" or "Sunridge") (SGC: TSX.V/SGCNF: OTCQX) has executed a share purchase agreement ("SPA") to sell its 60% interest in the Asmara Mining Share Company ("AMSC"), holder of the Asmara Project in Eritrea, to Sichuan Road & Bridge Mining Investment Development Corp. Ltd. ("SRBM") for an upfront purchase price of US$65 million cash (at current exchange rates approximately C$85 million). In addition, SRBM has assumed the obligation to pay Sunridge the remaining principal of the deferred payment of US$13.33 million (approximately C$17.4 million) owed to the Company by Eritrean National Mining Corporation ("ENAMCO"). The obligations of the parties to complete the transaction are subject to conditions described below being satisfied or waived prior to closing. Once the final cash payment from SRBM is received by Sunridge and all transaction costs and other obligations of the Company have been settled, the Company currently anticipates a cash distribution by way of return of capital to shareholders.

The SPA was signed today in a ceremony in Asmara attended by a large delegation of about 20 persons from China including Mr. Liu Jie, Vice Governor of Sichuan Province and Mr. Sun Yun, Chairman of the Board Sichuan Railway Investment Group. The SPA was signed by Mr. Sun Tiandong General Manager of SRBG Overseas Company and Michael Hopley, President and CEO of Sunridge.

Transaction Details

On closing (expected to be in the first quarter 2016), SRBM will pay Sunridge US$71 million in cash comprising the US$65 million purchase price and the first US$6 million of the deferred payment owed by ENAMCO. ENAMCO will pay Sunridge the interest accrued on the US$6 million from June 27, 2014 to the date of closing. SRBM will also deliver a bank guarantee to Sunridge for the remaining US$7.33 million deferred payment to be paid to Sunridge within 6 months of closing. ENAMCO will be responsible for interest owing to Sunridge on the US$7.33 million payment.

Michael Hopley, President and CEO of Sunridge commented "The US$65 million purchase price for our 60% interest in AMSC, to be paid by SRBM or Cdn$85 million at the current exchange rates equates to a significant premium to the present market value of Sunridge and under the continuing challenging market conditions for junior resource companies we believe that this is an attractive cash offer."

SRBM has conducted extensive and detailed financial, technical and legal due diligence on the Asmara Project and AMSC over the past several months. This work is now completed and the SPA is not subject to any further due diligence work.

The SPA has been approved by the boards of directors of both Sunridge and SRBM. Prior to its execution, the parties received approval in principle from the Sichuan Provincial Regulatory body, Sichuan State-Owned Asset Supervision and Administration Commission of the State Council ("SASAC"). Sunridge's partner ENAMCO has also given its consent to the transaction.

The conditions to closing include:

• Sunridge shareholders approving the transaction at a meeting to be called and held in January 2016; and
• Receipt of the remaining final regulatory approvals within China, including but not limited to final SASAC approval and approval of the National Development and Reform Commission, the Ministry of Commerce and the State Administration of Foreign Exchange; receipt of regulatory approvals in Canada, including the TSX Venture Exchange and receipt from the Ministry of Energy and Mines of the Government of Eritrea of notice of its approval of the transaction.

Associated File: http://www.sunridgegold.com/i/pdf/SGC2015-08-nov-6-2015.pdf

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