TORONTO, Nov. 21, 2013 /CNW/ – Braydon Capital Corporation (“Braydon”)
announces that it has entered into a debt conversion agreement with
Armistice Resources Corp. (“Armistice”) and certain others pursuant to
which Braydon has agreed to acquire, in two tranches, common shares and
warrants of Armistice in partial settlement of certain debt obligations
owed by Armistice to Braydon. In the first tranche, Armistice will
issue 20,566,900 common shares (the “First Tranche Shares”) to Braydon,
at an effective price of $0.05 per share, in settlement of $1,028,345
of the outstanding principal amount of a secured promissory note of
Armistice held by Braydon. In the second tranche, Armistice will issue
30,000,000 units (“Units”) to Braydon, at an effective price of $0.05
per Unit, in settlement of a further $1,500,000 of the outstanding
principal amount of that promissory note. Each Unit to be issued to
Braydon will consist of one common share (each, a “Second Tranche
Share”) and one common share purchase warrant (each, a “Second Tranche
Warrant”) exercisable at a price of $0.08 per warrant until the third
anniversary of its date of issuance. The first tranche closing is
subject to, among other things, Armistice obtaining the required
regulatory approvals. The second tranche closing is to be completed not
later than January 31, 2014, subject to, among other things, Armistice
obtaining the required regulatory and shareholder approvals and
completing a proposed private placement of up to 100,000,000 Units for
gross proceeds of up to $5,000,000.

Assuming no other new issuances of common shares by Armistice except to
Braydon and certain other debtholders as set out in the debt conversion
agreement, the First Tranche Shares will represent 7.2% of the
284,017,608 issued and outstanding common shares immediately upon the
issuance thereof, and the Second Tranche Shares will represent 7.2% of
the 414,017,608 issued and outstanding common shares upon the issuance
thereof and the completion of the private placement.

Braydon and certain joint actors of Braydon (collectively with Braydon,
the “Braydon Group”) collectively own 19,986,100 common shares. Braydon
also owns warrants to purchase an additional 2,000,000 common shares.
Upon the issuance of the First Tranche Shares, assuming Braydon were to
exercise all its existing warrants, and taking into account the number
of common shares to be issued to the other debtholders concurrently
with the first tranche closing and assuming no other new issuances of
common shares by Armistice at or prior to such time, the Braydon Group
would collectively own 42,553,000 common shares, representing
approximately 14.9% of the then outstanding common shares.

Subsequently, upon the issuance of the Second Tranche Shares, if Braydon
were to also exercise all of its Second Tranche Warrants, and taking
into account the number of common shares to be issued to all purchasers
pursuant to the private placement, but assuming no other new issuances
of common shares by Armistice at or prior to such time, the Braydon
Group would collectively own 102,553,000 common shares, representing
approximately 23.0% of the then outstanding common shares.

Braydon is acquiring the common shares and warrants pursuant to the debt
conversion agreement for investment purposes in settlement of an
existing debt. Braydon and its joint actors will continue to monitor
the business, prospects, financial condition and potential capital
requirements of Armistice. Depending on their evaluation of these and
other factors, Braydon and/or its joint actors may from time to time in
the future increase or decrease their respective ownership, control or
direction over the common shares or other securities of Armistice
through market transactions, private agreements, subscriptions from
treasury or otherwise.

SOURCE Braydon Capital Corporation