NexGen Financial Corporation V.NFX

Armistice ready to rocket

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Armistice announces closing on private placement /NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS/ Issued and Outstanding common shares: 46,488,398 TORONTO, Aug. 15 /CNW/ - Armistice Resources Corp. (CUB: ACIG) ("Armistice" or the "Corporation") announced today that it has closed its previously announced private placement of common shares and flow-through common shares (the "Offering"). The private placement raised gross proceeds of $6,862,248.95 through the sale of 5,720,000 common shares and 6,157,306 flow-through common shares. The price of each common share was $0.50 and the price of each flow-through common share was $0.65. D&D Securities Company ("D&D") acted as exclusive agent in connection with the private placement and D&D received a commission equal to 7% of the gross proceeds of the Offering. D&D also received broker's warrants exercisable into that number of common shares equal to 10% of the number of common shares and flow-through common shares sold. Each broker's warrant entitles the holder to acquire one common share at a price of $0.50 for a period of 18 months after closing, at which time the broker's warrant will expire. The net proceeds of the Offering are $6,332,614 after payment of the agent's fee but before deducting expenses of the Offering. Armistice intends to use the proceeds of the flow-through portion of the Offering for underground exploration at its McGarry project. The net proceeds of the non flow-through portion of the Offering will be used for exploration, general corporate purposes and working capital and also to satisfy the Toronto Stock Exchange ("TSX") listing requirements over the next 18 months. 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. The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States. For further information please review Armistice's documents filed on www.sedar.com or contact Armistice. ARMISTICE RESOURCES CORP. "Todd J. Morgan" Todd J. Morgan President, CEO and Chairman of the Board For further information: Todd J. Morgan, [phone], [e-mail] Armistice announces closing on private placement /NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS/ Issued and Outstanding common shares: 46,488,398 TORONTO, Aug. 15 /CNW/ - Armistice Resources Corp. (CUB: ACIG) ("Armistice" or the "Corporation") announced today that it has closed its previously announced private placement of common shares and flow-through common shares (the "Offering"). The private placement raised gross proceeds of $6,862,248.95 through the sale of 5,720,000 common shares and 6,157,306 flow-through common shares. The price of each common share was $0.50 and the price of each flow-through common share was $0.65. D&D Securities Company ("D&D") acted as exclusive agent in connection with the private placement and D&D received a commission equal to 7% of the gross proceeds of the Offering. D&D also received broker's warrants exercisable into that number of common shares equal to 10% of the number of common shares and flow-through common shares sold. Each broker's warrant entitles the holder to acquire one common share at a price of $0.50 for a period of 18 months after closing, at which time the broker's warrant will expire. The net proceeds of the Offering are $6,332,614 after payment of the agent's fee but before deducting expenses of the Offering. Armistice intends to use the proceeds of the flow-through portion of the Offering for underground exploration at its McGarry project. The net proceeds of the non flow-through portion of the Offering will be used for exploration, general corporate purposes and working capital and also to satisfy the Toronto Stock Exchange ("TSX") listing requirements over the next 18 months. 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. The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States. For further information please review Armistice's documents filed on www.sedar.com or contact Armistice. ARMISTICE RESOURCES CORP. "Todd J. Morgan" Todd J. Morgan President, CEO and Chairman of the Board For further information: Todd J. Morgan, [phone], [e-mail] Armistice announces closing on private placement /NOT FOR DISSEMINATION IN THE UNITED STATES OR TO U.S. PERSONS/ Issued and Outstanding common shares: 46,488,398 TORONTO, Aug. 15 /CNW/ - Armistice Resources Corp. (CUB: ACIG) ("Armistice" or the "Corporation") announced today that it has closed its previously announced private placement of common shares and flow-through common shares (the "Offering"). The private placement raised gross proceeds of $6,862,248.95 through the sale of 5,720,000 common shares and 6,157,306 flow-through common shares. The price of each common share was $0.50 and the price of each flow-through common share was $0.65. D&D Securities Company ("D&D") acted as exclusive agent in connection with the private placement and D&D received a commission equal to 7% of the gross proceeds of the Offering. D&D also received broker's warrants exercisable into that number of common shares equal to 10% of the number of common shares and flow-through common shares sold. Each broker's warrant entitles the holder to acquire one common share at a price of $0.50 for a period of 18 months after closing, at which time the broker's warrant will expire. The net proceeds of the Offering are $6,332,614 after payment of the agent's fee but before deducting expenses of the Offering. Armistice intends to use the proceeds of the flow-through portion of the Offering for underground exploration at its McGarry project. The net proceeds of the non flow-through portion of the Offering will be used for exploration, general corporate purposes and working capital and also to satisfy the Toronto Stock Exchange ("TSX") listing requirements over the next 18 months. 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. The offered securities will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") and may not be offered or sold within the United States or to or for the account or benefit of U.S. persons, except in certain transactions exempt from the registration requirements of the U.S. Securities Act. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, securities of the Company in the United States. For further information please review Armistice's documents filed on www.sedar.com or contact Armistice. ARMISTICE RESOURCES CORP. "Todd J. Morgan" Todd J. Morgan President, CEO and Chairman of the Board For further information: Todd J. Morgan, [phone], [e-mail]