TORONTO, Sept. 27, 2012 /CNW/ - Armistice Resources Corp. (the "Company") (TSX: AZ) is pleased to announce that is has engaged Canaccord Genuity Corp. (the "Agent") to act as agent in connection with a proposed fully marketed private placement to raise gross proceeds of approximately $5 million (the "Offering"). The Offering will consist of the sale of units (the "Units") priced at $0.16 per Unit and flow-through common shares (the "Flow-Through Shares") priced at $0.20 per Flow-Through Share. Each Unit shall consist of one common share in the Company ("Common Share") and one half of one Common Share purchase warrant of the Company (each whole warrant a "Warrant") exercisable for a period of 24 months from the Closing Date (as herein defined). Each whole Warrant shall be exercisable into one Common Share at a price of $0.25 per Common Share. The net proceeds of the Offering will be for the advancement of the Company's assets and for general working capital purposes. The closing of the Offering is expected to occur on October 24, 2012 (the "Closing Date") or such earlier or later date as may be agreed upon by the Company and the Agent. Terms of the Offering are subject to acceptance by the Toronto Stock Exchange. About Armistice Resources Corp. Armistice Resources, a Canadian-based exploration and development company, began in April 2012 shipping and milling ore from its McGarry Mine. The McGarry Mine is located in Virginiatown on the prolific Larder Lake-Cadillac Break that extends 200 km east-west straddling the Ontario and Quebec border and that has produced 95 million ounces of gold. Refining and sales of the gold concentrate resulting from the milling began in August 2012. The McGarry Mine is adjacent to the Kerr-Addison Gold Mine that produced more than 11 million ounces of gold. Armistice has signed a definitive five-year option agreement for the purchase of up to 100 percent of the mineral rights on the Kerr-Addison property. The McGarry Mine consists of 33 contiguous patented mining claims, including three licenses of occupation, totaling 484 hectares. The McGarry Mine is fully permitted and all equipment and systems at the site have been brought up to standards, including its installed mining plant. Armistice Resources is listed on the Toronto Stock Exchange (Symbol: AZ) and currently has 185,810,971 common shares issued and outstanding. To find out more about Armistice Resources, please visit the company's website at www.armistice.ca. Forward-Looking Statements This news release contains forward-looking statements, including current expectations regarding financing opportunities, on the timing of the commencement of production and the rate of production, if commenced. These forward-looking statements entail various risks and uncertainties that could cause actual results to differ materially from those reflected in these forward-looking statements. Such statements are based on current expectations, are subject to a number of uncertainties and risks, and actual results may differ materially from those contained in such statements. These uncertainties and risks include, but are not limited to, the strength of the Canadian economy; the state of the capital markets; the price of gold; operational, funding, and liquidity risks; the degree to which mineral resource estimates are reflective of actual mineral resources; and the degree to which factors which would make a mineral deposit commercially viable are present; the risks and hazards associated with underground operations. Risks and uncertainties about Armistice Resources' business are more fully discussed in the company's disclosure materials, including its annual information form and MD&A, filed with the securities regulatory authorities in Canada and available at www.sedar.com and readers are urged to read these materials. Armistice Resources assumes no obligation to update any forward-looking statement or to update the reasons why actual results could differ from such statements unless required by law. SOURCE Armistice Resources Corp.