On August 15, 2006 Armistice Resources Corp. announced that it had closed its previously announced private placement of common shares and flow-through common shares. 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 acted as exclusive agent in connection with the private placement.

The net proceeds of the Offering are $6,332,614. 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 listing requirements over the next 18 months.

On August 16, 2006, the Corporation received final approval for the listing of its common shares on the TSX. Armistice's shares began trading at market open on Friday, August 18, 2006 under the trading symbol "AZ".

Fasken Martineau advised Armistice in this private placement and listing with a team that included Michael Bourassa, Robert Eberschlag and Daniel Fabiano.