Spruce Ridge Resources Ltd. announced that, further to its news release of August 17, 2023, the Company has entered into an option agreement with Benton Resources Inc. ("Benton") dated September 20, 2023, pursuant to which Benton has an option to earn an undivided 70% interest in Spruce's Great Burnt Copper/Gold Property (the "Property"). Under the terms of the Option Agreement, Benton can earn a 70% undivided interest in the Property by: making a $40,000 cash payment to Spruce upon receipt of approval of the TSX Venture Exchange (the "TSXV"); issuing to Spruce 15 million common shares in the capital of Benton ("Benton Shares") as follows: 5,000,000 Benton Shares subject to a four-month regulatory trading restriction; o 5,000,000 Bent on or before August 15, 2026, of which $1.0 million must be expended on or before August 15, 2024, subject to the right of Benton to accelerate the completion of such expenditures and share issuances. Benton has completed the cash payment of $40,000 and a total of 15 million Benton Shares have been issued to the Company.

Once a 70% interest in the Property is earned by Benton, the Property will be operated as a participating joint venture (the "JV"). In the event that either party is diluted below a 10% interest in the JV, its interest would convert to a 2% net smelter returns ("NSR") royalty on the Property.