|July 09, 2007|
Silver Spruce Resources Closes Private Placement
July 9, 2007, Bridgewater, NS - Silver Spruce Resources Inc. (TSXV: SSE) is pleased to announce that it has completed its previously announced non-brokered private placement raising gross proceeds of $1,788,000. The offering consisted of the issuance of 1,490,000 units ("Units") of Silver Spruce.
Each Unit was offered at a price of $1.20 and consisted of one common share and one half common share purchase warrant of Silver Spruce, with each whole warrant exercisable at a price of $1.75 per common share for a period of 24 months following the close of the offering.
Silver Spruce has paid PI Financial Corp. (previously known as Pacific International Securities Inc.) (the "Finder") a finder's fee comprised of 52,150 units having the same terms as the Units of the offering and an additional 52,150 finder's options, which will entitle the Finder the right to purchase, at an exercise price equal to $1.75, one common share for a period of 24 months following the closing. Silver Spruce has also paid a finder's fee of $17,880 to Skye Capital Corporation Inc.
The funds raised from the issuance of the Units will be used for general corporate purposes and the advancement of the exploration activities of Silver Spruce.
All securities issued in connection with this offering will be subject to a four-month hold period in accordance with applicable securities requirements. The offering is subject to fulfillment of the post closing requirements of the TSX Venture Exchange.
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.
For Further Information Contact:
SILVER SPRUCE RESOURCES HEAD OFFICE
Gordon Barnhill, CFO & Director
Keir Reynolds, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 231
Toll Free: 1.866.684.4743 ext. 231
Sean Charland, Longview Capital Partners Inc.
Phone: 604.681.5755 ext. 291
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release. The Company seeks Safe Harbour.
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