June 22, 2007
Bridgewater, Nova Scotia - June 22, 2007 - Silver Spruce Resources Inc. (TSXV: SSE) ("Silver Spruce") is pleased to announce that Silver Spruce is arranging a non-brokered private placement for $1,788,000. The offering will consist of the issuance of 1,490,000 units of Silver Spuce (the "Units").
Each Unit will be offered at a price of $1.20 and will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at a price of $1.75 per common share for a period of 24 months following the closing of the offering.
A finder's fee of 7% will be paid on 50% of the offering, at the election of the finder, in any combination of cash or units having the same terms as the Units and 7% finder's warrants on 50% of the total number of Units issued. Each finder's warrant will entitle the holder to purchase one common share at an exercise price of $1.75 for a period of 24 months following the closing of the offering.
The funds raised from the issuance of the Units will be used for general corporate purposes and the advancement of the exploration actvities of Silver Spruce.
The offering is subject to TSX Venture Exchange approval and all other required approvals. All securities issued in connection with this offering will be subject to a four-month hold period in accordance with securities requirements.
Silver Spruce also announces options to be issued to directors and officers of Silver Spruce pursuant to its stock option plan for 1,650,000 common shares for three years at an exercise price of $1.40 per common share. Under the terms of the previously announced June 15, 2007 plan of arrangement Universal Uranium Ltd. and Silver Spruce have agreed to consolidate all Canadian uranium properties into one company. Universal Uranium shareholders (as of the record date) will receive one share in Silver Spruce and one share in a new corporation created by spinning out Universal Uranium's US properties. The above issuances are in accordance with the requirement that Silver Spruce's fully diluted share number match that of Universal Uranium prior to closing.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and were offered and sold within the United States only to Accredited Investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act). Prospective subscribers of the Units in the United States are hereby notified that the seller of the Units is relying upon the exemption from the provisions of Section 5 of the U.S. Securities Act provided in Section 4(2) of the U.S. Securities Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.
ABOUT SILVER SPRUCE
Silver Spruce is a junior exploration company primarily focused on uranium in the Central Mineral Belt (CMB) of Labrador, Canada. With over 9,500 claims totaling approximately 2,400 square kilometers, Silver Spruce is the second largest landholder in one of the world's premier emerging uranium districts. A large-scale exploration program on Silver Spruce's properties in the summer of 2006 resulted in the first uranium discovery in October from early stage follow up of the airborne surveys. With experienced partners and strong financial backing, Silver Spruce is emerging as a leading uranium explorer in Labrador.
On behalf of the Board of Directors, Gordon Barnhill, CFO and Director.
FOR FURTHER INFORMATION, CONTACT:
SILVER SPRUCE RESOURCES
HEAD OFFICE
Gordon Barnhill, CFO & Director
Phone: 902.527.5700
Fax: 902.527.5711
E-mail: gbarnhill@silverspruceresources.com
Web: www.silverspruceresources.com
INVESTOR RELATIONS
Keir Reynolds, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 231
Toll Free: 1.866.684.4743 ext. 231
E-mail: keir@ascentacapital.com
Web: www.ascentacapital.com
INVESTOR RELATIONS
Sean Charland, Longview Capital Partners Inc.
Phone: 604.681.5755 ext. 291
E-mail: scharland@longviewcp.com
Web: www.longviewcp.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. The Company seeks Safe Harbour.
Each Unit will be offered at a price of $1.20 and will consist of one common share and one-half of one common share purchase warrant, with each whole warrant exercisable at a price of $1.75 per common share for a period of 24 months following the closing of the offering.
A finder's fee of 7% will be paid on 50% of the offering, at the election of the finder, in any combination of cash or units having the same terms as the Units and 7% finder's warrants on 50% of the total number of Units issued. Each finder's warrant will entitle the holder to purchase one common share at an exercise price of $1.75 for a period of 24 months following the closing of the offering.
The funds raised from the issuance of the Units will be used for general corporate purposes and the advancement of the exploration actvities of Silver Spruce.
The offering is subject to TSX Venture Exchange approval and all other required approvals. All securities issued in connection with this offering will be subject to a four-month hold period in accordance with securities requirements.
Silver Spruce also announces options to be issued to directors and officers of Silver Spruce pursuant to its stock option plan for 1,650,000 common shares for three years at an exercise price of $1.40 per common share. Under the terms of the previously announced June 15, 2007 plan of arrangement Universal Uranium Ltd. and Silver Spruce have agreed to consolidate all Canadian uranium properties into one company. Universal Uranium shareholders (as of the record date) will receive one share in Silver Spruce and one share in a new corporation created by spinning out Universal Uranium's US properties. The above issuances are in accordance with the requirement that Silver Spruce's fully diluted share number match that of Universal Uranium prior to closing.
The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") and were offered and sold within the United States only to Accredited Investors (as defined in Rule 501(a) of Regulation D under the U.S. Securities Act). Prospective subscribers of the Units in the United States are hereby notified that the seller of the Units is relying upon the exemption from the provisions of Section 5 of the U.S. Securities Act provided in Section 4(2) of the U.S. Securities Act for non-public offerings. The Securities offered hereby are not transferable except in accordance with the restrictions described herein.
ABOUT SILVER SPRUCE
Silver Spruce is a junior exploration company primarily focused on uranium in the Central Mineral Belt (CMB) of Labrador, Canada. With over 9,500 claims totaling approximately 2,400 square kilometers, Silver Spruce is the second largest landholder in one of the world's premier emerging uranium districts. A large-scale exploration program on Silver Spruce's properties in the summer of 2006 resulted in the first uranium discovery in October from early stage follow up of the airborne surveys. With experienced partners and strong financial backing, Silver Spruce is emerging as a leading uranium explorer in Labrador.
On behalf of the Board of Directors, Gordon Barnhill, CFO and Director.
FOR FURTHER INFORMATION, CONTACT:
SILVER SPRUCE RESOURCES
HEAD OFFICE
Gordon Barnhill, CFO & Director
Phone: 902.527.5700
Fax: 902.527.5711
E-mail: gbarnhill@silverspruceresources.com
Web: www.silverspruceresources.com
INVESTOR RELATIONS
Keir Reynolds, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 231
Toll Free: 1.866.684.4743 ext. 231
E-mail: keir@ascentacapital.com
Web: www.ascentacapital.com
INVESTOR RELATIONS
Sean Charland, Longview Capital Partners Inc.
Phone: 604.681.5755 ext. 291
E-mail: scharland@longviewcp.com
Web: www.longviewcp.com
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. The Company seeks Safe Harbour.