Spruce Ridge Resources Ltd. (TSXV:SHL) entered into an agreement to acquire Rfn Holdings Limited from RAB Capital Plc for $16.86 million on November 10, 2023.Pursuant to the terms of the Agreement, Spruce will acquire a 100% interest in RFN, with RFN being the holder of an 80% interest in HLN, by: Making a $0.05 million cash payment to RAB Capital, which has already been completed, primarily for the reimbursement of costs incurred by RAB Capital prior to entering the Agreement; Transferring to RAB Capital 2 million common shares in the capital of Canada Nickel Company Inc. (the ?CNC Shares?) held by Spruce, as follows: 5 million CNC Shares upon closing of the Transaction; and 1.5 million CNC Shares upon the earlier of (i) completion of the Concurrent Financing (as defined below) or (ii) ninety (90) days from the closing of the Transaction; Issuing to RAB Capital an aggregate of 10 million common shares in the capital of Spruce upon closing of the Transaction; Reimbursing RAB Capital a total of $0.0379 million for the cost of tenement renewals on the Properties paid for the year 2023/24; Reimbursing RAB Capital a total of $0.0225 million for the cost of preparation of audited financial statements; Assuming a pre-existing intercorporate loan between RAB Capital and HLN totaling approximately $36.74 million; Paying funds to RAB Capital upon reaching certain milestones, as follows: $1,000,000 cash payment upon filing a technical report on one or both of the Properties where a nickel resource is re-evaluated (or restated) to a standard in accordance with the requirements of National Instrument 43-101 ? Standards of Disclosure for Mineral Properties (?NI 43-101?); $2 million cash payment upon completion of a NI 43-101 preliminary economic assessment on one or both of the Properties; $2 million cash payment upon completion of a NI 43-101 feasibility study on one or both of the Properties; $10 million cash payment upon announcement of a decision to commence construction on one or both of the Properties. Closing of the Transaction and the Concurrent Offering is subject to approval by the TSX Venture Exchange.

Spruce Ridge Resources Ltd. (TSXV:SHL) completed the acquisition of Rfn Holdings Limited from RAB Capital Plc on March 1, 2024.