Armistice Resources Corp. Completes Financing



    Issued and Outstanding common shares: 51,264,184

    TORONTO, Dec. 28 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice"
or the "Corporation") is pleased to announce that it has closed its previously
announced private placement. Further to a press release dated November 23,
2007, the terms of the private placement have been changed to an offering of
1,659,342 units of the Corporation (the "Units") at a price of $0.65 per Unit
and 2,988,944 flow-through units of the Corporation (the "FT Units") at a
price of $0.75 per FT Unit. The private placement raised gross proceeds of
$3,320,280.30.
    Each Unit is 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 is 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 received a cash commission equal to 7% of the gross proceeds of the
offering. D&D also received 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.
    Armistice intends to use the net proceeds of the FT Units portion of the
offering for underground exploration at its McGarry project. The net proceeds
of the Unit portion of the offering will be used for exploration, general
corporate purposes and working capital.

    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 bulk sampling 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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