SpruceLand Announces Dividends, the Sale of Its Edmonton Office and Provides Update on Dissolution

EDMONTON, Dec. 1, 2017 /CNW/ - SpruceLand Properties Inc. ("SpruceLand" or the "Corporation") today announced a cash dividend of $7.50 per share. The dividend per share will be comprised of: (i) a $1.00 per share capital dividend, (ii) a $0.50 per share eligible dividend and a (iii) $6.00 per share regular ineligible dividend. The dividends will be payable to the shareholders of record at the close of business on November 30, 2017 and dividend cheques will be mailed to shareholders by Computershare Trust Company of Canada, the Corporation's transfer agent, on December 7, 2017.

The Corporation also announces the sale of its Edmonton owner occupied office, its last remaining real estate asset, for $750,000, which sale closes effective December 1, 2017.

The Corporation continues to await a clearance certificate from Canada Revenue Agency ("CRA"), applied for with respect to 2016 income taxes paid.  The Corporation views taxes owing to CRA that may arise from a reassessment as the largest potential liability the Corporation may face. Other potential liabilities include taxes that may be owing to CRA with respect to 2017 income taxes paid, taxes that may be owing to the Province of Alberta and general business liabilities. Until the Corporation is able to satisfy itself with respect to these potential liabilities, and in particular is able to obtain clearance certificates with respect to 2016 income taxes paid, the Corporation will hold back substantial sums to cover any amounts that may become owing.

It was the Corporation's stated intention to make a second distribution of net proceeds to shareholders upon receipt of clearance certificates from CRA and the Province with respect to 2016 income taxes paid. However, the Corporation is unable to ascertain when such certificates might be received. Consequently, after consultation with its tax professional and other legal advisors, the Corporation's Board of Directors authorized the announced dividends.

The Corporation anticipates that it may be in a position to make a third distribution in mid-2018, once clearance certificates are received and it is satisfied with respect to other potential liabilities.

The Alberta Securities Commission (the "ASC") issued an order (the "Order") on November 16, 2016 that the Corporation ceased to be a reporting issuer. The Order requires that if SpruceLand has not dissolved on or before March 31, 2017, it will, on or about that date, issue a news release regarding the status of its efforts to complete the dissolution and the anticipated timing of its dissolution, and thereafter shall issue a similar news release on a quarterly basis until it dissolves.

The Corporation previously anticipated being in a position to complete its dissolution by mid to late 2018. It now anticipates the dissolution to be completed by late 2018 or early 2019. The Corporation remains subject to the requirements of the Business Corporations Act (Alberta), including the requirement to prepare and distribute annual audited financial statements to its shareholders for so long as the Corporation continues to exist.

About SpruceLand

The Corporation, formerly Spruce Land Developments Ltd., was founded with the construction of a single multi-family project in Slave Lake, Alberta in 1969. The Corporation grew consistently and, prior to the sale of the vast majority of its real estate assets, had a diversified portfolio of revenue producing properties including office, retail and industrial buildings and manufactured home parks, in numerous communities in Western Canada. On March 10, 2016, by special resolution at a meeting of the Corporation's shareholders, the Corporation obtained approval: for the disposition of the majority of its commercial properties and its manufactured home communities; to liquidate its residual assets, discharge its remaining liabilities and distribute its remaining property in one or more distributions to its shareholders; to seek an order from the ASC deeming the Corporation to no longer be a reporting issuer; arrange for the retention of records in accordance with applicable legislation and establish a reserve fund for the funding of same; and, to subsequently dissolve pursuant to the provisions of the Business Corporations Act (Alberta).

Caution Regarding Forward-Looking Statements

This press release contains "forward-looking information" as defined under applicable Canadian securities law ("forward-looking information" or "forward-looking statements") which reflect management's expectations regarding objectives, plans, goals, strategies, future growth, results of operations, performance, business prospects and opportunities of the Corporation. Statements other than statements of historical fact contained in this press release may be forward-looking information. The Corporation has based these forward-looking statements on its current expectations and assumptions about future events, which may prove to be incorrect.

When relying on forward-looking statements to make decisions, readers are cautioned not to place undue reliance on these statements, as forward-looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results and do not take into account the effect of transactions or other items announced or occurring after the statements are made. All forward-looking information in this press release speaks as of the date of this press release. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements. The Corporation does not undertake any obligation to update any such forward-looking information, whether as a result of new information, future events or otherwise, except as required by applicable law.

SOURCE Spruceland Properties Inc.

Steve Cribb, President & CEO, 16880 - 111 Avenue, Edmonton, AB T5M 4C9, Phone: [phone], Fax: [phone], Email: [email protected]