Southern Energy Corp press release
Armistice Resources comments on Toronto Star article
TSXV - TSX Venture Exchange · Natural Gas · Natural Gas Liquids · Oil · Canada
Issued and Outstanding common shares: 51,264,184
TORONTO, Jan. 14 /CNW/ - Armistice Resources Corp. (TSX: AZ) ("Armistice" or the "Corporation") wishes to comment on an article by Tony Van Alphen published in the Toronto Star on Sunday, January 13, 2008. The article contains references to Armistice which are not correct. Contrary to certain statements made in the article, Armistice was not a participant in the scheme described in the article. IMM Investments Inc. ("IMM") acquired shares of Armistice (then known as Armistice Resources Ltd.) in a private placement financing in June, 2004. The acquisition by IMM was made pursuant to a partial revocation of a cease trade order granted by the Ontario Securities Commission ("OSC"). Armistice did not participate in any activities of IMM, Pender International Inc. ("Pender") or individuals trading in Pender. The trading activities of Pender subsequent to the private placement were carried out without the knowledge or participation of Armistice. At the time when the OSC lifted the cease trade order against Armistice in August 2005, the OSC was aware of IMM and its investment in Armistice. In addition, the TSX was also aware of IMM and its holdings in Armistice at the time of the Corporation's application to list its shares on the TSX in 2006.
The facts relevant to IMM and its holdings in Armistice were set out in an earlier press release (August 15, 2006) when the following was disclosed:
"On June 15, 2006, the Corporation received a conditional approval for the listing of its common shares on the TSX. Final listing is conditional upon, among other matters, completion of the financing announced in this press release, the appointment of an additional independent director within 90 days of listing and an undertaking with respect to persons (the "Respondents") named in a cease trade revocation order issued by the Ontario Securities Commission (the "Commission") and posted on August 19, 2005 at the Commission's web site. None of the Respondents are related to the Corporation but were involved in trading activities of the parent company of IMM Investments Inc. ("IMM"), a significant shareholder of the Corporation. The undertaking provides that: (a) none of the Respondents will be appointed an officer or director of the Corporation; (b) until the Commission's investigation relating to the allegations against the Respondents is complete, IMM will not nominate any individual to the board of directors without the consent of the TSX; (c) IMM will execute an amendment to an escrow agreement providing that its securities being held in escrow cannot be voted without the consent of the TSX (which amendment was executed by IMM on June 5, 2006); (d) none of the Respondents will participate in future financings of the Corporation until the Commission has completed its investigation; and (e) until the Commission's investigation is complete, if any derogatory information is found on any officer or director of the Corporation, the TSX may require the resignation of any of these individuals if deemed unacceptable to the TSX".
Armistice has no relationship with IMM, Pender or its principals. Armistice has contacted counsel and will be seeking a retraction of statements made in the Toronto Star article.
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 RESOURCES CORP.
"Todd J. Morgan"
Todd J. Morgan
President, CEO and Chairman of the Board