Armistice Resources Corp. (TSX: AZ) has engaged D & D Securities Company ("D&D") to act as its agent for a private placement offering of up to 1,800,000 units of the Corporation at a price of $0.70 per Unit and up to 4,400,000 flow-through units of the Corporation t a price of $0.85 per FT Unit, for aggregate gross proceeds of up to $5,000,000.
The offering may be increased at the option of D&D prior to closing by up to an additional 1,000,000 Units or FT Units, or any combination of Units and FT Units in the aggregate number of 1,000,000.
Each Unit will be comprised of one common share of the Corporation and one-half of one Common Share purchase warrant. Each FT Unit will be comprised of one Common Share issued on a flow-through basis and one-half of one Warrant. Each Warrant will be exercisable into one Common Share at an exercise price of $1.00 per Common Share for a period of 18 months from closing. The Warrant term will be subject to acceleration if, after four months and a day after closing, the closing price of the Common Shares is equal to or exceeds $1.15 for 30 consecutive trading days.
D&D will receive a cash commission equal to 7% of the gross proceeds of the offering. D&D will also receive broker's warrants exercisable into that number of Common Shares equal to 10% of the aggregate number of Units and FT Units sold in the offering. Each broker's warrant will be exercisable to acquire one Common Share at a price of $0.70 per share for a period of 18 months after closing.
The closing of the offering is currently expected to occur on or about November 30, 2007 and is subject to normal regulatory approvals.
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 currently underway. -- www.cnxmarketlink.com
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