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December 07, 2010
Private placement of up to $2,000,000 flow-through units and $500,000 non-flow-through units

Bridgewater, Nova Scotia -- December 7, 2010 - Silver Spruce Resources Inc. (TSXV: SSE) ("Silver Spruce") is pleased to announce it is arranging a non-brokered private placement to raise gross proceeds of up to $2,500,000 (the "Offering").

The Offering shall consist of the issuance of a combination of flow-through ("FT Units") and non-flow-through units ("NFT Units") of Silver Spruce. The FT Units are offered at a price of $0.17 per FT Unit, consisting of one flow-through common share and one half of a common share purchase warrant, with each whole warrant exercisable at a price of $0.20 per common share. The maximum amount of monies to be raised with the issuance of 11,764,705 FT Units is $2,000,000. The warrants shall expire two years after the closing of the Offering if unexercised. The NFT Units are offered at a price of $0.15 per NFT Unit, consisting of one non-flow-through common share and one common share purchase warrant, with each whole warrant exercisable at a price of $0.20 per common shares. The maximum amount of monies to be raised with the issuance of 3,333,333 NFT Units is $500,000. The warrants shall expire two years after the closing of the Offering if unexercised.

A finder's fee will be paid on the Offering of 7% cash and 7% finder's warrants. Each whole finder's warrant will entitle the holder to purchase one non-flow-through common share of Silver Spruce at an exercise price of $0.20 for a period of 2 years following the closing of the Offering.

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 2010 taxation year.

The gross proceeds raised from the issuance of the NFT Units shall be used for Silver Spruce's Mexico projects and for general corporate purposes.

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 originally focused on uranium in the Central Mineral Belt (CMB) and elsewhere in Labrador, Canada. With interests in more than 7,000 claims totaling more than 1,750 square kilometers in Labrador, Silver Spruce is the second largest landholder in one of the world's premier emerging uranium districts. The company also has gold/silver projects in Mexico and the island of Newfoundland, and has recently acquired a number of REE projects, close to roads, in Labrador, making Silver Spruce a leading explorer in Canada and Mexico.

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
Hugh Oswald, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 243
Toll Free: 1.866.684.4743 ext. 243
E-mail: hugh@ascentacapital.com
Web: www.ascentacapital.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. The company seeks Safe Harbour.
 
 

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