|December 30, 2010|
Closing of private placement for $1,790,610
Bridgewater, Nova Scotia -- December 30, 2010 - Silver Spruce Resources Inc. (TSXV: SSE) Silver Spruce Resources Inc. ("Silver Spruce") is pleased to announce it closed late last week its previously announced non-brokered private placement raising gross proceeds of $1,790,610 (the "Offering").
The Offering consisted of the issuance of a combination of flow-through ("FT Units") and non-flow-through units ("NFT Units") of Silver Spruce. The FT Units were 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 gross proceeds raised with the issuance of 9,242,706 FT Units was $1,571,260. The warrants shall expire two years after the closing of the Offering if unexercised. The NFT Units were 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 share. The gross proceeds raised with the issuance of 1,462,333 NFT Units was $219,350. The warrants shall expire two years after the closing of the Offering if unexercised.
In connection with the Offering, finders' fees were paid with the issuance of 228,463 finders' warrants, being up to 7% of the aggregate gross proceeds raised by the finder, to purchase non-flow through common shares of Silver Spruce, having the same terms as warrants issued as part of the NFT Units or FT Units. Additional finders' fees were paid in the amount of $79,211.20, being up to 7% of the aggregate gross proceeds raised by the finder. No other finders or other fees were paid in connection with the Offering.
MineralFields Group participated in the Offering with an aggregate purchase of 5,882,353 FT Units. The aggregate subscription cost was $1,000,000. Lloyd Hillier, the Chairman and CEO of Silver Spruce, announces Silver Spruce "recognizes and appreciates the increasing support of the MineralFields Group of companies in the growth of Silver Spruce". Insiders of Silver Spruce also participated in 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 general exploration expenditures on Silver Spruce's projects, including the Mexico project, 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 First Offering and Second Offering are 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
Gordon Barnhill, CFO & Director
Hugh Oswald, Ascenta Capital Partners Inc.
Phone: 604.684.4743 ext. 243
Toll Free: 1.866.684.4743 ext. 243
About MineralFields, Pathway and First Canadian Securities (r)
MineralFields Group (a division of Pathway Asset Management), based in Toronto, Vancouver Montreal and Calgary, is a mining fund with significant assets under administration that offers its tax-advantaged super flow-through limited partnerships to investors throughout Canada as well as hard-dollar resource limited partnerships to investors throughout the world. Pathway Asset Management also specializes in the manufacturing and distribution of structured products and mutual funds (including the Pathway Multi Series Funds Inc. corporate-class mutual fund series). Information about MineralFields Group is available at www.mineralfields.com. First Canadian Securities (r) (a division of Limited Market Dealer Inc.) is active in leading resource financings (both flow-through and hard dollar PIPE financings) on competitive, effective and service-friendly terms, and offers investment banking, mergers and acquisitions, and mining industry consulting, services to resource companies. MineralFields and Pathway have financed several hundred mining and oil and gas exploration companies to date through First Canadian Securities (r).
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 Corporation seeks Safe Harbour.
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