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.