Spruce Resources Inc. Announces Extension of Non-brokered Private Placement of
Super Flow-Through and Non- Flow-Through Units
Spruce Resources Inc. (TSXV: SSE) ("Silver Spruce") is extending the
closing date of the proposed, non-brokered, flow-through and non flow-through private placement of up to a combined
20,000,000 units for gross proceeds of $1,000,000 (the "Offering").
The closing date of the private placement is now scheduled for December
�The reason for the extension is the unprecedented selling pressure generated
by one of our major shareholders since the announcement of the proposed
financing which has reduced the stock price below the price of the private
placement. It appears that most of the institutional selling has been completed
and it is hoped, since our project portfolio hasn�t changed, that the market
will better reflect the share value that the management and directors of Silver
Spruce believe is there and the financing can be completed at the price
indicated. The majority of our shareholders have trusted us enough
to buy our shares well above the current market price, on the strength of our
property portfolio that has improved over the last year,� said Peter Dimmell, President and CEO of Silver Spruce. �We have
an obligation to them to explore all options before we make any changes to the
current offering, including joint venture opportunities�.
Each flow-through unit (collectively, "Super FT Units") of Silver
Spruce will meet the criteria under the Mineral Exploration Tax Credit as
�Super Flow-Through� and will be offered at a price of $0.05 per Super FT
Unit. Each Super FT Unit will consist of one flow-through common
share and one half of one common share purchase warrant. The warrants will
expire three years after the closing of the Offering, with each whole warrant
exercisable prior to such date for one common share at a price of $0.10 per
common share during the first eighteen months after issuance and $0.20 per
common share thereafter.
Each non flow-through unit (the �NFT Units�) of Silver Spruce will be offered
at a price of $0.05 per NFT Unit, and consist of one common share and one full
share purchase warrant. The warrants will expire three years after the closing
of the Offering, with each warrant exercisable prior to such date for one
common share at a price of $0.10 per common share during the first eighteen
months after issuance and $0.20 per common share thereafter.
A finder's fee may be paid on the Offering of up to 7% of the proceeds of the
Offering, payable in cash or through the issuance of common shares valued at
$0.05 per common share.
The proceeds raised from the issuance of the FT units will be used for
exploration expenditures on Silver Spruce's Newfoundland and Labrador projects,
mainly the Big Easy gold/silver property. The proceeds from the NFT Units
will be used as working capital and for exploration if required.
All Super Flow Through shares issued shall constitute Canadian
exploration expenses as defined in the Income Tax Act (Canada) and shall be
renounced for the 2012 taxation year.
All securities issued in connection with the Offering shall be subject to a
four-month hold period in accordance with applicable securities requirements.
The Offering is subject to fulfillment of the requirements of the TSX Venture
About Silver Spruce
Silver Spruce is a diversified junior exploration company with a portfolio of
gold/silver (Big Easy), uranium (Snegamook, A7 (Fishhawk Lake), Double Mer, Mount
Benedict, CMBJV) and rare earth (Pope�s Hill, Pope�s Hill JV (with Great
Western Minerals Group), MRT, RWM and the Straits) projects in Newfoundland and
Labrador. With interests in more than 4,000 claims totalling
more than 1,000 square kilometres in Labrador, Silver
Spruce is one of the largest landholders in one of the world's premier emerging
uranium and rare earth districts. . For additional information please visit the company�s
website - www.silverspruceresources.com.
This news release contains forward-looking statements that involve risk,
uncertainties and other factors that could cause actual results to differ
materially from those expressed or implied by such forward-looking
statements. Such forward-looking statements reflect Silver Spruce�s views
with respect to future events (including the completion of the Offering and the
intended use of proceeds) and there can be no assurances that such statements
will prove to be accurate. There may be factors (such as, ability to obtain
regulatory approvals or results of current exploration) that cause actions,
events or results not to be as anticipated or intended. Any forward-looking
statement speaks only as of the date on which it is made and, except as may be
required by applicable securities laws, Silver Spruce disclaims any intent or
obligation to update any forward-looking statement.