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Published on 12/31/2008 in the Prospect News PIPE Daily.

New Issue: Armistice completes downsized placement of units for C$3.32 million

By Devika Patel

Knoxville, Tenn., Dec. 28 - Armistice Resources Corp. announced that it has completed a private placement of units, raising C$3.32 million. The deal priced on Nov. 22 for C$5 million.

The company amended the terms of the placement, selling 1,659,342 units at C$0.65 per unit for C$1.08 million and 2,988,944 flow-through units at C$0.75 apiece for C$2.24 million.

When the deal priced, the company planned to sell 1.8 million units at C$0.70 apiece for C$1.26 million. The company also planned to sell 4.4 million flow-through units at C$0.85 apiece for C$3.74 million.

Each unit consists of one common share and one half-share warrant, with each whole warrant exercisable at C$1.00 for 18 months.

Each flow-through unit consists of one flow-through common share and one half-share warrant, with each whole warrant also exercisable at C$1.00 for 18 months.

The warrants may expire sooner if Armistice's shares close at C$1.15 or higher for 30 consecutive trading days.

D & D Securities Co. was the agent. D&D received a 7% cash commission and broker's warrants exercisable into a number of common shares equal to 10% of the number of units sold in the deal. Each broker's warrant will be exercisable at C$0.70 per share for 18 months.

Proceeds of the flow-through portion of the offering will be used for exploration at the company's McGarry project. The proceeds from the non flow-through portion of the deal will be used for exploration, general corporate purposes and working capital.

Armistice is an exploration company based in Toronto.

Issuer:Armistice Resources Corp.
Issue:Units of one common share and one half-share warrant; flow-through units of one flow-through common share and one half-share warrant
Amount:C$3,320,280
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$1.00
Agent:D & D Securities Co.
Fees:7% in cash, 10% in broker's warrants
Pricing date:Nov. 23
Amended:Dec. 28
Settlement date:Dec. 28
Stock symbol:Toronto: AZ
Stock price:C$0.64 at close Nov. 23
Units
Amount:C$1,078,572
Units:1,659,342
Price:C$0.65
Flow-through units
Amount:C$2,241,708
Units:2,988,944
Price:C$0.75

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