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Published on 2/9/2009 in the Prospect News PIPE Daily.

New Issue: Armistice prices C$1 million private placement of units

By Devika Patel

Knoxville, Tenn., Feb. 9 - Armistice Resources Corp. announced it has engaged D&D Securities Co. for a C$1 million private placement of units.

The company will sell the units at C$0.15 apiece. Each unit will consist of one common share and one half-share warrant, with each whole warrant exercisable at C$0.25 for 18 months.

The warrants may expire sooner if Armistice's shares close at C$0.35 or higher for 30 consecutive trading days.

D&D will receive 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.

The deal is expected to close on Feb. 26.

Armistice is a gold 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$1 million
Price:C$0.15
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$0.25
Agent:D&D Securities Co.
Pricing date:Feb. 9
Settlement date:Feb. 26
Stock symbol:Toronto: AZ
Stock price:C$0.25 at close Feb. 6

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