Armistice Resources Corp. announces $1 million financing



    Issued and Outstanding common shares: 60,130,435

    TORONTO, Feb. 9 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice"
or the "Corporation") announced that it has engaged D & D Securities Company
("D&D") to act as its agent for a private placement offering of units of the
Corporation (the "Units") at a price of $0.15 per Unit for aggregate gross
proceeds of approximately $1,000,000.
    Each Unit will be comprised of one common share of the Corporation (a
"Common Share") and one-half of one Common Share purchase warrant (each whole
warrant, a "Warrant"). Each Warrant will be exercisable into one Common Share
at an exercise price of $0.25 per Common Share for a period of 18 months from
closing. The Warrant term will be subject to acceleration if, after four
months and a day after closing, the closing price of the Common Shares is
equal to or exceeds $0.35 for 30 consecutive trading days.
    D&D will receive a cash commission equal to 7% of the gross proceeds of
the offering. D&D will also receive broker's warrants exercisable into that
number of Common Shares equal to 10% of the aggregate number of Units sold in
the offering. Each broker's warrant will be exercisable to acquire one Unit at
a price of $0.20 per Unit for a period of 18 months after closing.
    The closing of the offering is currently expected to occur on or about
February 26, 2009 and is subject to normal regulatory approvals.

    Armistice is a Canadian exploration company that owns the McGarry project
in North-eastern Ontario located on the prolific Larder Lake break. The
McGarry project is an advanced exploration underground gold project consisting
of 34 contiguous patented mining claims and licences of occupation totaling
484 hectares which adjoins the former producing Kerr Addison gold mine which
produced in excess of 11 million ounces of gold.

    
    ARMISTICE RE

SOURCES CORP. "Todd J. Morgan" Todd J. Morgan President, CEO and Chairman of the Board

For further information:

For further information: Todd J. Morgan, (705) 567-4567,
info@armistice.ca


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