Issued and Outstanding common shares: 46,615,898
TORONTO, Nov. 19 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice"
or the "Corporation") is pleased to announce that all the resolutions tabled
at the Annual and Special Meeting of Shareholders (the "Meeting") were
At the Meeting, the incumbent directors were re-elected along with a new
director, Mr. Paul Bennett. Mr. Bennett has over 37 years of experience in
geoscience, mining and oil/gas exploration, development and producing. He is
currently the President and CEO of Energus Resources Ltd. of Calgary, Alberta,
and also serves as Director, President and COO for Officer Basin Energy Inc.
At various times Mr. Bennett has held executive and senior management
positions with ExxonMobil Canada, Sable Offshore Energy Project and Mobil Oil
Canada. He has also served as a director of the Maritimes & NE Pipeline.
Mr. Bennett is a director of Uranium Participation Corp. and President of
Uranium Participation Alberta Corp.
Also, the shareholders adopted a shareholder rights plan (the "Rights
Plan") at the Meeting. The Rights Plan has been adopted to ensure the fair
treatment of shareholders in connection with any take-over bid for common
shares of Armistice. The Rights Plan seeks to provide shareholders with
adequate time to properly assess a take-over bid without undue pressure. It
also provides the Board with more time to fully consider an unsolicited
take-over bid and to explore other alternatives to maximize shareholder value.
The Rights Plan is not intended to prevent take-over bids that treat
shareholders fairly. Under the Rights Plan, those bids that meet certain
requirements intended to protect the interests of all shareholders are
deemed to be "Permitted Bids". Permitted Bids must be made by way of a
take-over bid circular prepared in compliance with applicable securities laws
and, among other conditions, must remain open for at least 60 days. In the
event a take-over bid does not meet the Permitted Bid Requirements of the
Rights Plan, the rights will entitle shareholders, other than any shareholder
or shareholders making the take-over bid, to purchase additional common shares
of the Company at a substantial discount to the market price of the common
shares at that time.
The Rights Plan is not being adopted in response to any proposal to
acquire control of the Company. The full text of the Rights Plan is available
on SEDAR. The Rights Plan has been approved by the Toronto Stock Exchange.
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
"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,