🕐28.01.11 - 19:54 Uhr
ARMISTICE RESOURCES CLOSES SECOND TRANCHE OF EQUITY OFFERING
*PRESS RELEASE
ARMISTICE RESOURCES CORP.
For Immediate Release
*
Armistice Resources Closes Second Tranche of Equity Offering
Financing to be used for exploration on the McGarry and Kerr-Addison
properties, and for additional possible property acquisitions
Company now focusing on completing previously announced $3 million
bridge loan from Sprott Resource Lending Partnership
Toronto, ON January 28, 2011 Armistice Resources Corp.
(TSX: AZ)
today announced that it has closed a second tranche of the
private-placement equity offering that it announced on December 21,
2010.
The second tranche consists of an issue of 5,035,777 of units at
$0.45 per unit for gross proceeds of $2,266,099.
Each unit comprises one
common share and one-half of one common share purchase warrant.
Each
whole warrant will be exercisable into one common share at a price of
$0.55 for a period of 18 months from the closing date of the offering.
As part of the first tranche closing, announced on December 31, 2010, Armistice issued a total of 6,190,000 flow-through shares at $0.50 per flow-through share for gross proceeds of approximately $3,095,000.
The financing, which is being made on a best-efforts basis, is being led
by D&D Securities Inc.
(D&D) as the lead agent for a syndicate that
includes Northern Securities Inc.
The financing will provide Armistice funding to move its McGarry Mine
gold project toward production in the 2011 fourth quarter and also will
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 percent of the mineral rights, and
possibly to 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, Armistices President and Chief Executive
Officer.
The bridge loan is to be provided through Sprott Resource Lending
Partnership (SRLP).
As previously announced, under the proposed terms of
the bridge loan, it would be due and payable on or before November 30,
2011 and Armistice would have the right to pre-pay the bridge loan
without penalty.
Interest on the bridge loan would be 12% per annum,
compounded monthly (effective annual rate of 12.68%).
It is proposed
that Armistice will pay SRLP a bonus payment at closing of $300,000 in
cash or common shares of Armistice, at a price equal to a 10% discount
to the 10-day weighted average closing price of the common shares on the
TSX prior to the date of the signing of the engagement letter.
The
bridge loan is subject to the satisfaction of standard conditions, and
the completed execution of the option agreement to acquire the
Kerr-Addison property.
*About Armistice Resources Corp.*
Armistice Resources, a Canadian-based exploration and development
company, expects to begin gold production in the 2011 fourth quarter
from its McGarry Mine in the Kirkland Lake area of northeastern Ontario.
The McGarry Mine is located in Virginiatown on the prolific Larder
Lake-Cadillac Break that extends 200 km east-west straddling the Ontario
and Quebec border and that has produced 95 million ounces of gold.
The
McGarry Mine is adjacent to the Kerr-Addison Gold Mine that has produced
more than 11 million ounces of gold.
Armistice has signed a definitive
five-year option agreement for the purchase of up to 100 percent of the
mineral rights on the Kerr-Addison property.
The McGarry Mine consists
of 33 contiguous patented mining claims, including three licenses of
occupation, totaling 484 hectares.
The McGarry Mine is fully permitted
and all equipment and systems at the site have been brought up to
standards, including its installed mining plant.
Armistice Resources is
listed on the Toronto Stock Exchange (Symbol: AZ).
To find out more
about Armistice Resources, please visit the companys website at
www.armistice.ca.
*Forward-Looking Statements*
This news release contains forward-looking statements, including
completion of the equity offering and current expectations on the timing
of the commencement of production.
These forward-looking statements
entail various risks and uncertainties that could cause actual results
to differ materially from those reflected in these forward-looking
statements.
Such statements are based on current expectations, are
subject to a number of uncertainties and risks, and actual results may
differ materially from those contained in such statements.
These
uncertainties and risks include, but are not limited to, the strength of
the Canadian economy; the price of gold; operational, funding, and
liquidity risks; the degree to which mineral resource estimates are
reflective of actual mineral resources; the degree to which a
pre-feasibility study gives sufficient grounds for classifying the
indicated mineral resources as probable reserves; and the degree to
which factors which would make a mineral deposit commercially viable are
present; the risks and hazards associated with underground operations.
Risks and uncertainties about Armistice Resources business are more
fully discussed in the companys disclosure materials, including its
annual information form and MD&A, filed with the securities regulatory
authorities in Canada and available at www.sedar.com and readers are
urged to read these materials.
Armistice Resources assumes no obligation
to update any forward-looking statement or to update the reasons why
actual results could differ from such statements unless required by law.
//
For further information:
Investor and Media Relations
Richard W.
Wertheim
Wertheim + Company Inc.
Email:
416-594-1600 ext.
223
416-518-847