/NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/
Planned equity financing would provide Armistice increased financial
flexibility and allow a significant ramp-up in exploration drilling
programs on the McGarry and Kerr-Addison properties as well as for
bringing the McGarry Project into production
TORONTO, Sept. 15, 2011 /CNW/ - Armistice Resources Corp. (TSX: AZ)
("Armistice" or the "Company") is pleased to announce that it has been
issued a receipt for a preliminary short-form prospectus in connection
with a fully marketed offering of units of the Company (the
"Offering"). The Offering is being conducted by Canaccord Genuity
Corp. (the "Agent"). 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 for a period of 24 months following the date of closing of the
Offering. Final pricing and the determination of the number of units
to be sold pursuant to the Offering will be determined in the context
of the market and will occur immediately prior to the filing of the
final short-form prospectus in respect of the Offering.
The units to be issued under the Offering will be offered in British
Columbia, Alberta, and Ontario.
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 net proceeds raised under the Offering will be used to fund the
Company's development, mining and pre-production programs at the
McGarry Project, exploration on its properties, property option
payments, consumables, equipment purchases and for general working
The Offering is expected to close on or about October 13, 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
The units 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 Armistice's 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
company's website at www.armistice.ca.
This news release contains forward-looking statements, including current
expectations on the timing of the completion of the Offering,
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 Armistice's
business are more fully discussed in the company's 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.
SOURCE Armistice Resources Corp.
For further information:
Investor and Media Relations
Richard W. Wertheim
Wertheim + Company Inc.
416-594-1600 ext. 223