Silver Spruce closes $739,250 1st tranche of financing

Mr. Kevin O'Connor reports SILVER SPRUCE RESOURCES INC. ANNOUNCES CLOSE OF $739,250 FIRST TRANCHE OF NON-BROKERED PRIVATE PLACEMENT AND EXTENSION Silver Spruce Resources Inc. has closed the first tranche of its previously announced non-brokered private placement. The first tranche consisted of the issuance of 3,696,250 units in the capital of the corporation at a price of 20 cents per unit for gross aggregate proceeds of $739,250. Each unit was composed of one common share in the capital of the corporation and one share purchase warrant. Each warrant entitles the holder thereof to purchase one share at an exercise price of 30 cents per warrant share for a period of four years from the date of issuance. The company also announces that it is extending the offering, and it anticipates that it will close the second and final tranche of the offering on or before May 4, 2026. The corporation expects to use the proceeds of the offering for exploration of the corporation's mineral projects and general working capital purposes. The offering is subject to the receipt of all necessary regulatory approvals, including the receipt of final approval from the TSX Venture Exchange. In connection with the first tranche, the company has agreed to pay a cash commission to eligible finders in the aggregate of $39,560 and issue an aggregate of 197,800 finder warrants exercisable at a price of 30 cents for 48 months from the closing of the first tranche. The securities issued pursuant to the first tranche and to eligible finders will be subject to a statutory hold period of four months and one day from the date of issuance in accordance with applicable securities laws. Certain insiders of the corporation subscribed for an aggregate of 233,750 units under the offering, which constitutes a related party transaction as such term is defined in Multilateral Instrument 61-101, Protection of Minority Shareholders in Special Transactions. The corporation is relying on the exemptions from the valuation and minority shareholder approval requirements of MI 61-101 contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the acquired securities by such insiders will not exceed 25 per cent of the market capitalization of the corporation, as determined in accordance with MI 61-101. About Silver Spruce Resources Inc. Silver Spruce Resources is a Canadian junior exploration company. The corporation's diversified exploration portfolio now includes: The Pino de Plata silver project -- a high-grade silver property with historic artisanal mining located 15 kilometres west of Coeur Mining's Palmarejo mine in western Chihuahua, Mexico; The Jackie gold-silver project -- an early-stage epithermal project with high-grade surface sampling and strong structural targets located less than 10 kilometres northwest from Minera Alamos' Nicho deposit in eastern Sonora, Mexico; The Melchett Lake VMS (volcanogenic massive sulphide) zinc-silver-gold-copper project -- a polymetallic project with historical drilling in the Thunder Bay mining district of Ontario. We seek Safe Harbor.