|October 17, 2007|
Silver Spruce to Raise Up to $5,750,000 in Flow-Through Funds
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION VIA U.S. NEWSWIRE
October 17, 2007 - Bridgewater, NS - Silver Spruce Resources Inc. ("Silver Spruce") is pleased to announce a brokered private placement with PI Financial Corp. (the "Agent") to raise gross proceeds of up to $5,750,000 (the "Offering"). The Offering shall consist of the issuance of up to 5,000,000 flow-through units ("FT Units") of Silver Spruce.
In addition, the Agent has been granted an over-allotment option to offer an additional 500,000 FT Units on the same terms for additional gross proceeds of $575,000.
Each FT Unit shall be offered at a price of $1.15 per FT Unit and shall consist of one flow-through common share and one half of a common share purchase warrant, with each whole warrant exercisable at a price of $1.75 per non-flow through common share for a period of 18 months following the closing of the Offering.
As consideration for acting as Agent, Silver Spruce shall pay to the Agent a commission of 7% of the aggregate gross proceeds of the Offering payable in a combination of cash and/or units at the election of the Agent, having the same terms as the FT Units of the Offering. Any units elected to be received as commission will be on a non-flow through basis. In addition, Silver Spruce shall pay to the Agent compensation options in aggregate equal to 7% of the total number of FT Units sold under the Offering, which shall entitle the Agent the right to purchase, at an exercise price equal to $1.75 each one common share for a period of 18 months following the closing.
The gross proceeds raised from the issuance of the FT Units shall be used for general exploration expenditures on Silver Spruce's Newfoundland and Labrador projects, which shall constitute Canadian exploration expenses (as defined in the Income Tax Act (Canada)) and shall be renounced for the 2007 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 Exchange.
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 12,500 claims totaling approximately 3,100 square kilometers in Labrador, Silver Spruce is the second largest landholder in one of the world's premier emerging uranium districts. With experienced partners and strong financial backing, Silver Spruce is emerging as a leading uranium explorer in Canada.
For Further Information Contact:
SILVER SPRUCE RESOURCES INC.
Gordon Barnhill, CFO & Director
Keir Reynolds, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 231
Toll Free: 1.866.684.4743 ext. 231
The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
The Company seeks Safe Harbour.
This news release does not constitute an offer to sell any of the Securities in the United States. The Securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
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