Braydon Capital to Acquire Shares and Warrants of Armistice Resources

TORONTO, Nov. 21, 2013 /CNW/ - Braydon Capital Corporation ("Braydon") announces that it has entered into a debt conversion agreement with Armistice Resources Corp. ("Armistice") and certain others pursuant to which Braydon has agreed to acquire, in two tranches, common shares and warrants of Armistice in partial settlement of certain debt obligations owed by Armistice to Braydon. In the first tranche, Armistice will issue 20,566,900 common shares (the "First Tranche Shares") to Braydon, at an effective price of $0.05 per share, in settlement of $1,028,345 of the outstanding principal amount of a secured promissory note of Armistice held by Braydon. In the second tranche, Armistice will issue 30,000,000 units ("Units") to Braydon, at an effective price of $0.05 per Unit, in settlement of a further $1,500,000 of the outstanding principal amount of that promissory note. Each Unit to be issued to Braydon will consist of one common share (each, a "Second Tranche Share") and one common share purchase warrant (each, a "Second Tranche Warrant") exercisable at a price of $0.08 per warrant until the third anniversary of its date of issuance. The first tranche closing is subject to, among other things, Armistice obtaining the required regulatory approvals. The second tranche closing is to be completed not later than January 31, 2014, subject to, among other things, Armistice obtaining the required regulatory and shareholder approvals and completing a proposed private placement of up to 100,000,000 Units for gross proceeds of up to $5,000,000.

Assuming no other new issuances of common shares by Armistice except to Braydon and certain other debtholders as set out in the debt conversion agreement, the First Tranche Shares will represent 7.2% of the 284,017,608 issued and outstanding common shares immediately upon the issuance thereof, and the Second Tranche Shares will represent 7.2% of the 414,017,608 issued and outstanding common shares upon the issuance thereof and the completion of the private placement.

Braydon and certain joint actors of Braydon (collectively with Braydon, the "Braydon Group") collectively own 19,986,100 common shares. Braydon also owns warrants to purchase an additional 2,000,000 common shares. Upon the issuance of the First Tranche Shares, assuming Braydon were to exercise all its existing warrants, and taking into account the number of common shares to be issued to the other debtholders concurrently with the first tranche closing and assuming no other new issuances of common shares by Armistice at or prior to such time, the Braydon Group would collectively own 42,553,000 common shares, representing approximately 14.9% of the then outstanding common shares.

Subsequently, upon the issuance of the Second Tranche Shares, if Braydon were to also exercise all of its Second Tranche Warrants, and taking into account the number of common shares to be issued to all purchasers pursuant to the private placement, but assuming no other new issuances of common shares by Armistice at or prior to such time, the Braydon Group would collectively own 102,553,000 common shares, representing approximately 23.0% of the then outstanding common shares.

Braydon is acquiring the common shares and warrants pursuant to the debt conversion agreement for investment purposes in settlement of an existing debt. Braydon and its joint actors will continue to monitor the business, prospects, financial condition and potential capital requirements of Armistice. Depending on their evaluation of these and other factors, Braydon and/or its joint actors may from time to time in the future increase or decrease their respective ownership, control or direction over the common shares or other securities of Armistice through market transactions, private agreements, subscriptions from treasury or otherwise.

SOURCE: Braydon Capital Corporation

For further information:

For further information, including a copy of the corresponding report filed with Canadian securities regulators, contact:

Mr. Claudio Ciavarella
Braydon Capital Corporation
42 Wishing Well Court
Kleinburg, Ontario L0J 1C0
Tel.: (905) 738-4759

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