🕐03.10.11 - 20:54 Uhr
ARMISTICE RESOURCES ANNOUNCES TERMS OF EQUITY FINANCING
*PRESS RELEASE
ARMISTICE RESOURCES CORP For Immediate Release
*
*NOT FOR DISTRIBUTION TO U.S.
NEWSWIRE SERVICES OR FOR DISSEMINATION IN
THE UNITED STATES
Armistice Resources Announces Terms of Equity Financing*
TORONTO, ON October 3, 2011 Armistice Resources Corp.
(TSX:AZ)
(Armistice or the Company) today announced the terms of its
previously announced equity offering (the Offering) and that it has
been issued a receipt for its amended and restated preliminary short
form prospectus dated September 30, 2011 for the Offering.
The Offering, as announced on September 15, 2011, is being conducted by
Canaccord Genuity Corp.
(the Agent).
The Offering will consist of up
to 80,000,000 units (the Units) at a price of C$0.25 per Unit (the
Unit Offering) and up to 17,900,000 flow-through common shares (the
FT Shares, and together with the Units, the Offered Securities) of
the Company at a price of C$0.28 per FT Share (the FT Offering) for
aggregate gross proceeds of up to C$25,012,000.
Each Unit will consist
of one common share of the Company and one-half of one common share
purchase warrant.
Each warrant will entitle the holder to purchase one
common share of the Company at an exercise price of C$0.35 per common
share for a period of 36 months following the date of closing of the
Offering.
Armistice has granted the Agent an option to sell up to an additional
15% of the number of Units sold in the offering, exercisable at any time
following the closing of the Offering for a period of 30 days.
The Offering is being made pursuant to a short-form prospectus filed in
British Columbia, Alberta and Ontario.
Armistice will use the net proceeds raised under the Unit Offering to
fund the Companys development, mining and pre-production programs at
the McGarry Project, exploration on its properties, property option
payments, consumables, equipment purchases and for general working
capital purposes.
The proceeds of the FT Offering will be used by the
Company to conduct exploration activities on its McGarry Project and
Kerr Addison Properly.
The Offering is expected to close on or about October 18, 2011 and is
subject to certain conditions including, but not limited to, the
execution of a definitive agency agreement with the Agent and the
receipt of all necessary approvals, including final approval from the
Toronto Stock Exchange and applicable securities regulatory authorities.
The securities to be offered have not been and will not be registered
under the U.S.
Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable exemption from
the registration requirements of the U.S.
Securities Act.
This news
release shall not constitute an offer to sell or the solicitation of an
offer to buy such units in the United States or in any other
jurisdiction where such offer is unlawful.
About Armistice Resources Corp.
Armistice is an exploration company engaged in the acquisition and
exploration of gold properties.
The Company currently owns the rights to
a mineral property (the McGarry Project), which is an underground gold
project currently in pre-production located in the southwestern part of
McGarry Township, in north-eastern Ontario, on the major geological
structure referred to as the Larder Lake Break, immediately west of the
municipality of Virginiatown.
On December 23, 2010, the Company entered into a five year option
agreement to acquire up to a 100% interest in a property (the Kerr
Addison Property) which adjoins Armistices McGarry Project to the
east.
The former mine on the Kerr Addison Property (the Former Kerr
Addison Mine) produced approximately 11 million ounces of gold during a
58-year operating life from 1938 to 1996.
Gold-bearing zones within its
extensive mineralized system were mined from surface to a depth of 4,500
feet, and over a strike length of about 3,200 feet.
The Former Kerr
Addison Mine was in production right to the time that creditors forced a
foreclosure during a period of low gold prices.
Armistice is listed on
the TSX and currently has 104,924,771 common shares issued and
outstanding.
To find out more about Armistice, please visit the
companys website at www.armistice.ca.
Forward-Looking Statements
This news release contains forward-looking statements, including current
expectations on the timing of the commencement of production and the
rate of production, if commenced.
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; 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 Armistices 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 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
416-518-8479 (cell)