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Published on 7/31/2009 in the Prospect News PIPE Daily.

New Issue: Armistice plans C$17.2 million debt, share, flow-through share sale

New York, July 31 - Armistice Resources Corp. said it has hired Sandfire Securities Inc. for a C$2.2 million private placement of common shares and flow-through common shares and a C$15 million debt offering.

Armistice is aiming to sell the common shares at C$0.13 each and the flow-through shares at C$0.15 each.

Armistice will receive a cash commission of 7% plus warrants for 7% of the shares and flow-through shares sold exercisable at the respective offering prices for two years.

Proceeds will be used for exploration and development at Armistice's McGarry project while some of the proceeds from the non-flow-through shares will be used for general working capital.

Settlement is scheduled for Aug. 15.

Sandfire will also act as agent for a best-efforts sale of units of senior secured notes and stock.

Each unit will include C$1,000 principal amount of notes and a number of shares to be determined in the context of the market. Armistice will offer about 15,000 units.

Based in Toronto, Armistice is a gold exploration company that owns the McGarry Mine at Virginiatown in North-eastern Ontario.

Issuer:Armistice Resources Corp.
Issue:Debt, common shares, flow-through common shares
Amount:C$17.2 million
Warrants:No
Announcement date:July 31
Agent:Sandfire Securities
Stock symbol:TSX: AZ
Stock price:C$0.15 at close July 30
Market capitalization:C$11.61 million
Common share, flow-through share offering
Amount:C$2.2 million
Issue:Common shares, flow-through common shares
Price:C$0.13 for common shares, C$0.15 for flow-through shares
Settlement date:Aug. 15
Debt offering
Amount:C$15 million
Issue:Units of C$1,000 senior secured notes and stock
Notes:15,000

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