Armistice Resources Corp. announces $5 million financing



    Issued and Outstanding common shares: 46,615,898

    TORONTO, Nov. 23 /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 up to
1,800,000 units of the Corporation (the "Units") at a price of $0.70 per Unit
and up to 4,400,000 flow-through units of the Corporation (the "FT Units") at
a price of $0.85 per FT Unit, for aggregate gross proceeds of up to
$5,000,000. The offering may be increased at the option of D&D prior to
closing by up to an additional 1,000,000 Units or FT Units, or any combination
of Units and FT Units in the aggregate number of 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 FT Unit will be comprised of one Common Share
issued on a flow-through basis and one-half of one Warrant. Each Warrant will
be exercisable into one Common Share at an exercise price of $1.00 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 $1.15 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 and FT
Units sold in the offering. Each broker's warrant will be exercisable to
acquire one Common Share at a price of $0.70 per share for a period of
18 months after closing.
    The closing of the offering is currently expected to occur on or about
November 30, 2007 and is subject to normal regulatory approvals.

    Armistice is a Canadian exploration company that owns an advanced
exploration underground gold project in North-eastern Ontario located on the
prolific Larder Lake break. The McGarry project consists 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. Underground drilling and development work is
currently underway.

    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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