December 31, 2009
Bridgewater, Nova Scotia -- December 31, 2009 - Silver Spruce Resources Inc. (TSXV: SSE) Silver Spruce Resources Inc. ("Silver Spruce") is pleased to announce it closed late on December 24, 2009 its previously announced non-brokered private placements raising gross proceeds of $700,000 (the "First Offering") and $315,000 (the "Second Offering"). The Second Offering was increased from the announced $260,000 on December 16, 2009.
The First Offering consisted of the issuance of 10,769,231 flow-through units ("FT Units") of Silver Spruce. Each FT Unit was offered at a price of $0.065 per FT Unit and consisted of one flow-through common share and one common share purchase warrant, with each whole warrant exercisable at a price of $0.10 per non-flow-through common share if exercised within 12 months of the closing of the First Offering and $0.15 per non-flow-through common share if exercised thereafter up until 24 months after the closing of the First Offering.
In connection with the First Offering, a finder's fee was paid with the issuance of 384,615 FT Units, being 5% of the aggregate gross proceeds of the First Offering, and an additional finder's fee of 769,231 options to purchase FT Units, being 10% of the aggregate gross proceeds of the First Offering. Any FT Units issued to a finder were on a non-flow-through basis. No fees were payable on amounts subscribed by insiders and certain others.
The majority placees for the First Offering were MineralFields 2009-VII Super Flow-Through LP and Pathway Mining 2009-II Flow-Through LP, with each purchasing 3,846,153 FT Units at an aggregate subscription cost of $250,000 each. Lloyd Hillier, the Chairman and CEO of Silver Spruce announces Silver Spruce is very pleased to be entering into this relationship with members of the MineralFields group of Companies and recognizes this as "an important milestone in the growth of Silver Spruce Resources Inc." Insiders participated in both the First Offering and the Second Offering.
The Second Offering consisted of the issuance of 4,846,154 non-flow-through units ("NFT Units") of Silver Spruce. Each NFT Unit was offered at a price of $0.065 per NFT Unit and consisted of one non-flow-through common share and one common share purchase warrant, with each whole warrant exercisable at a price of $0.10 per non-flow-through common share for a period of 24 months after the closing of the Second Offering. No finder's or other fees were paid in connection with the Second 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 2009 taxation year.
The gross proceeds raised from the issuance of the NFT Units shall be used for general exploration expenditures on Silver Spruce's Mexico project and for general corporate purposes.
All securities issued in connection with the First Offering and Second 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 RESOURCES INC.
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 6,000 claims totaling more than 1,500 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 base metal projects in central and western Newfoundland 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
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.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION VIA U.S. NEWSWIRE
The First Offering consisted of the issuance of 10,769,231 flow-through units ("FT Units") of Silver Spruce. Each FT Unit was offered at a price of $0.065 per FT Unit and consisted of one flow-through common share and one common share purchase warrant, with each whole warrant exercisable at a price of $0.10 per non-flow-through common share if exercised within 12 months of the closing of the First Offering and $0.15 per non-flow-through common share if exercised thereafter up until 24 months after the closing of the First Offering.
In connection with the First Offering, a finder's fee was paid with the issuance of 384,615 FT Units, being 5% of the aggregate gross proceeds of the First Offering, and an additional finder's fee of 769,231 options to purchase FT Units, being 10% of the aggregate gross proceeds of the First Offering. Any FT Units issued to a finder were on a non-flow-through basis. No fees were payable on amounts subscribed by insiders and certain others.
The majority placees for the First Offering were MineralFields 2009-VII Super Flow-Through LP and Pathway Mining 2009-II Flow-Through LP, with each purchasing 3,846,153 FT Units at an aggregate subscription cost of $250,000 each. Lloyd Hillier, the Chairman and CEO of Silver Spruce announces Silver Spruce is very pleased to be entering into this relationship with members of the MineralFields group of Companies and recognizes this as "an important milestone in the growth of Silver Spruce Resources Inc." Insiders participated in both the First Offering and the Second Offering.
The Second Offering consisted of the issuance of 4,846,154 non-flow-through units ("NFT Units") of Silver Spruce. Each NFT Unit was offered at a price of $0.065 per NFT Unit and consisted of one non-flow-through common share and one common share purchase warrant, with each whole warrant exercisable at a price of $0.10 per non-flow-through common share for a period of 24 months after the closing of the Second Offering. No finder's or other fees were paid in connection with the Second 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 2009 taxation year.
The gross proceeds raised from the issuance of the NFT Units shall be used for general exploration expenditures on Silver Spruce's Mexico project and for general corporate purposes.
All securities issued in connection with the First Offering and Second 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 RESOURCES INC.
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 6,000 claims totaling more than 1,500 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 base metal projects in central and western Newfoundland 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
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.
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION VIA U.S. NEWSWIRE