Southern Energy Corp press release

Armistice Resources Corp. announces private placement financing

2009-07-31

TSXV - TSX Venture Exchange · Natural Gas · Natural Gas Liquids · Oil · Canada

Issued and Outstanding common shares: 66,367,770

TORONTO, July 31 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice" or the "Corporation") announced that it has engaged Sandfire Securities Inc. ("Sandfire") to act as its agent on a best efforts basis for a private placement offering of flow-through common shares of the Corporation (the "FT Shares") at a price of $0.15 per FT Share and common shares of the Corporation (the "Shares") at a price of $0.13 per Share (the "Share Offering Price") for aggregate gross proceeds of up to $2,200,000 (the "Offering").

Sandfire will receive a cash commission equal to 7% of the gross proceeds of the Offering. Sandfire will also receive broker's warrants exercisable into that number of FT Shares at the FT Offering Price, if available, and Shares at the Share Offering Price equal to 7% of the number of FT Shares and Shares respectively sold under the Offering. Each broker's warrant will be exercisable for a period of 24 months after closing.

The net proceeds from the issuance of Shares are to be used to advance the exploration and development of the Corporation's McGarry project and for general working capital purposes. The gross proceeds from the issuance of the FT Shares will be used for exploration and development of the Company's McGarry project in Ontario and will qualify as "Canadian exploration expenses" (CEE) under the Income Tax Act (Canada) which will be renounced to investors for the 2009 taxation year.

The closing of the Offering is currently expected to occur on or about August 15, 2009 and is subject to normal regulatory approvals. All securities issued pursuant to the Offering will be subject to applicable statutory, exchange and regulatory hold periods.

The Corporation is also pleased to announce that Sandfire will act as agent on a best efforts basis in respect of an offering of approximately 15,000 units, each unit consisting of one senior secured note with a principal amount of $1,000 and a number of Shares to be determined in the context of the market (the "Debt Offering"). The net proceeds of the Debt Offering will be used for further development work with a view to commencing production at the McGarry property.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities of Armistice in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or unless an exemption from such registration is available.

Armistice is a Canadian exploration company that owns the McGarry Mine at Virginiatown in North-eastern Ontario located on the prolific Larder Lake-Cadillac Break which extends 200 km east-west straddling the Ontario-Quebec border, and has produced 95 million ounces of gold. The McGarry Mine consists of 33 contiguous patented mining claims including 3 licences of occupation totaling 484 hectares which adjoins the former producing Kerr Addison gold mine which produced 11 million ounces of gold.

ARMISTICE RESOURCES CORP.

"Todd J. Morgan"

Todd J. Morgan President, CEO and Chairman of the Board