cnw



Financing to be used for exploration on the McGarry and Kerr-Addison
properties, and for additional possible property acquisitions


Company now focusing on completing previously announced $3 million
bridge loan from Sprott Resource Lending Partnership





TORONTO, Jan. 28 /CNW/ - Armistice Resources Corp. (TSX: AZ) today
announced that it has closed a second tranche of the private-placement
equity offering that it announced on December 21, 2010. The second
tranche consists of an issue of 5,035,777 of units at $0.45 per unit
for gross proceeds of $2,266,099. Each unit comprises one common share
and one-half of one common share purchase warrant. Each whole warrant
will be exercisable into one common share at a price of $0.55 for a
period of 18 months from the closing date of the offering.


As part of the first tranche closing, announced on December 31, 2010,
Armistice issued a total of 6,190,000 flow-through shares at $0.50 per
flow-through share for gross proceeds of approximately $3,095,000.


The financing, which is being made on a best-efforts basis, is being led
by D&D Securities Inc. (D&D) as the lead agent for a syndicate that
includes Northern Securities Inc.


The financing will provide Armistice funding to move its McGarry Mine
gold project toward production in the 2011 fourth quarter and also will
provide the company with the ability to launch a significant
exploration program on both the McGarry property and the adjacent
Kerr-Addison property for which it has signed a definitive five-year
option agreement for the purchase of up to 100 percent of the mineral
rights, and possibly to acquire additional property.


"With this second tranche of our planned equity offering now completed,
we will focus on completing the previously announced $3 million bridge
loan," said Todd J. Morgan, Armistice's President and Chief Executive
Officer.


The bridge loan is to be provided through Sprott Resource Lending
Partnership (SRLP). As previously announced, under the proposed terms
of the bridge loan, it would be due and payable on or before November
30, 2011 and Armistice would have the right to pre-pay the bridge loan
without penalty. Interest on the bridge loan would be 12% per annum,
compounded monthly (effective annual rate of 12.68%). It is proposed
that Armistice will pay SRLP a bonus payment at closing of $300,000 in
cash or common shares of Armistice, at a price equal to a 10% discount
to the 10-day weighted average closing price of the common shares on
the TSX prior to the date of the signing of the engagement letter. The
bridge loan is subject to the satisfaction of standard conditions, and
the completed execution of the option agreement to acquire the
Kerr-Addison property.


About Armistice Resources Corp.


Armistice Resources, a Canadian-based exploration and development
company, expects to begin gold production in the 2011 fourth quarter
from its McGarry Mine in the Kirkland Lake area of northeastern
Ontario. 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. The McGarry Mine is adjacent to the Kerr-Addison Gold Mine that
has 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). To find out more about Armistice Resources, please visit
the company's website 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.






For further information:

Investor and Media Relations Richard W. Wertheim Wertheim + Company Inc. Email: wertheim@wertheim.ca 416-594-1600 ext. 223 416-518-8479 (cell)