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Published on 1/28/2011 in the Prospect News PIPE Daily.

Armistice closes further C$2.27 million of placement of stock, units

Company to focus next on closing C$3 million bridge loan

New York, Jan. 28 - Armistice Resources Corp. said it closed the second tranche of its private placement of units and stock, selling 5,035,777 units at C$0.45 each for proceeds of C$2,266,099.

Each unit is made up of one common share and half a common share purchase warrant. Full warrants are exercisable for one share each at C$0.55 for 18 months from closing.

The company previously announced on Dec. 31 that it had completed the first tranche, a financing of 6.19 million flow-through shares at C$0.50 per flow-through share for proceeds of C$3,095,000.

At the time, Armistice said it was aiming for a total of C$6 million in the best-efforts financing via lead agent D&D Securities Inc. and a syndicate of agents that includes Northern Securities Inc.

The company was hoping to sell 8,286,111 units and 6.25 million flow-through shares.

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

The company said the financing will allow it to move its McGarry Mine gold project toward production in the fourth quarter of this year and will also provide the company with the ability to launch a significant exploration program on both the McGarry property and the adjacent Kerr-Addison property for which it has signed a definitive five-year option agreement for the purchase of up to 100% of the mineral rights. It may also acquire additional property.

"With this second tranche of our planned equity offering now completed, we will focus on completing the previously announced $3 million bridge loan," said Todd J. Morgan, Armistice's president and chief executive officer, in a news release.

Sprott Resource Lending Partnership is providing the loan, which carries interest at 12%, compounded monthly, and is due on Nov. 30, 2011. Armistice will pay a bonus of C$300,000 in cash or stock at closing.

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 (total), C$5,361,099 in first and second tranches
Pricing date:Dec. 21
Settlement dates:Dec. 31 (for C$3,095,000), Jan. 28 (for C$2,266,099)
Stock symbol:Toronto: AZ
Stock price:C$0.44 at close Dec. 20
Market capitalization:C$40.81 million
Units
Units:8,286,111 (approximate), 5,035,777 in second tranche
Price:C$0.45
Warrants:One half-share warrant per unit
Warrant expiration:18 months
Warrant strike price:C$0.55
Agents:D&D Securities Inc. (lead), Northern Securities Inc.
Shares
Shares:6.25 million (approximate), 6.19 million in first tranche
Price:C$0.50
Warrants:No
Agents:D&D Securities Inc. (lead), Northern Securities Inc.
Bridge loan
Amount:C$3 million
Maturity:Nov. 30, 2011
Coupon:12%
Agent:D&D Securities Inc.
Investor:Sprott Resource Lending Partnership

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