Super Flow-Through and Non-Flow-Through Units

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BRIDGEWATER, NOVA SCOTIA--(Marketwire - Oct. 22, 2012) -


NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION VIA U.S. NEWSWIRE



Silver Spruce Resources Inc. (TSX VENTURE:SSE) ("Silver Spruce") is pleased to announce that it is arranging a non-brokered flow-through and non flow-through private placement of up to a combined 20,000,000 units for gross proceeds of $1,000,000 (the "Offering"). The closing date of the private placement is scheduled for November 30, 2012.


Each flow-through unit (collectively, "Super FT Units") of Silver Spruce will meet the criteria under the Mineral Exploration Tax Credit as "Super Flow-Through" and will be offered at a price of $0.05 per Super FT Unit. Each Super FT Unit will consist of one flow-through common share and one half of one common share purchase warrant. The warrants will expire three years after the closing of the Offering, with each whole warrant exercisable prior to such date for one common share at a price of $0.10 per common share during the first eighteen months after issuance and $0.20 per common share thereafter.


Each non flow-through unit (the "NFT Units") of Silver Spruce will be offered at a price of $0.05 per NFT Unit, and consist of one common share and one full share purchase warrant. The warrants will expire three years after the closing of the Offering, with each warrant exercisable prior to such date for one common share at a price of $0.10 per common share during the first eighteen months after issuance and $0.20 per common share thereafter.


A finder's fee may be paid on the Offering of up to 7% of the proceeds of the Offering, payable in cash or through the issuance of common shares valued at $0.05 per common share.


The proceeds raised from the issuance of the FT units will be used for exploration expenditures on Silver Spruce's Newfoundland and Labrador projects, mainly the Big Easy gold/silver property. The proceeds from the NFT Units will be used as working capital and for exploration if required. All Super Flow Through shares issued shall constitute Canadian exploration expenses as defined in the Income Tax Act (Canada) and shall be renounced for the 2012 taxation year.


All securities issued in connection with the Offering shall be subject to a four-month hold period in accordance with applicable securities requirements. The Offering is subject to fulfillment of the requirements of the TSX Venture Exchange.



About Silver Spruce Resources Inc.



Silver Spruce is a diversified junior exploration company with a portfolio of gold/silver (Big Easy), uranium (Snegamook, A7 (Fishhawk Lake), Double Mer, Mount Benedict, CMBJV) and rare earth (Pope's Hill, Pope's Hill JV (with Great Western Minerals Group), MRT, RWM and the Straits) projects in Newfoundland and Labrador. With interests in more than 4,000 claims totalling more than 1,000 square kilometres in Labrador, Silver Spruce is one of the largest landholders in one of the world's premier emerging uranium and rare earth districts. For additional information please visit the company's website -


The company seeks Safe Harbour.




FOR FURTHER INFORMATION PLEASE CONTACT:








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.


Contact Information:
Silver Spruce Resources Inc.
Gordon Barnhill
CFO & Director
902.527.5700
902.527.5711 (FAX)
gbarnhill@silverspruceresources.com
http://www.silverspruceresources.com/">www.silverspruceresources.com


For investor and media relations: Pilot Communications Inc.
Paul Snow
709.753.0794 ext 31
709.753.0795 (FAX)
psnow@pilotcom.ca