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Published on 12/21/2010 in the Prospect News PIPE Daily.

Armistice Resources heralds C$6 million placement of stock and units

Deal proceeds will help move company's McGarry Mine into production

By Devika Patel

Knoxville, Tenn., Dec. 21 - Armistice Resources Corp. said it plans a private placement of units and stock. The deal will raise about C$6 million through lead agent D&D Securities Inc.

The company will sell about 8,286,111 units of one common share and one half-share warrant at C$0.45 per unit. Each whole warrant is exercisable at C$0.55 for 18 months.

The company also will sell about 6.25 million common shares at C$0.50 apiece.

The warrant strike price and price per share reflect 25% and 13.64% premiums to the Dec. 20 closing share price of C$0.44.

The deal will be conducted on a best-efforts basis by a syndicate of agents that will include Northern Securities Inc.

Settlement is expected Dec. 30.

D&D Securities has also agreed to be the agent in arranging a C$3 million 12% bridge loan due Nov. 30, 2011 through Sprott Resource Lending Partnership. Closing of the bridge loan financing is expected on or before Jan. 31.

"It was important to have a significant equity component to our overall financing strategy," Armistice president and chief executive officer Todd J. Morgan said in a press release. "This provides us not only with additional funding to move the McGarry Mine into production but allows us the flexibility to acquire additional property and launch a significant exploration program on both the McGarry property and the adjacent Kerr-Addison property after we enter into the option agreement."

Armistice Resources is a gold exploration company based in Kirkland Lake, Ont.

Issuer:Armistice Resources Corp.
Issue:Flow-through common stock, units of one common share and one half-share warrant, bridge loan
Amount:C$6 million (approximate)
Pricing date:Dec. 21
Stock symbol:Toronto: AZ
Stock price:C$0.44 at close Dec. 20
Market capitalization:C$38.21 million
Units
Units:8,286,111 (approximate)
Price:C$0.45
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$0.55
Agent:D&D Securities Inc. (lead), Northern Securities Inc.
Settlement date:Dec. 30
Shares
Shares:6.25 million (approximate)
Price:C$0.50
Warrants:No
Agent:D&D Securities Inc. (lead), Northern Securities Inc.
Settlement date:Dec. 30
Bridge loan
Amount:C$3 million
Maturity:Nov. 30, 2011
Coupon:12%
Agent:D&D Securities Inc.
Investor:Sprott Resource Lending Partnership
Settlement date:Jan. 31

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