Carlisle Goldfields Announces Proposed Non-Brokered Private Placement of Flow-Through Units
TORONTO, ONTARIO -- (Marketwire) -- 03/21/12 -- Carlisle Goldfields Limited (TSX: CGJ) ("Carlisle" or the "Company") announces a proposed non-brokered private placement (the "Offering") of up to 8,333,333 flow-through units (each, a "Flow-Through Unit") at a price of $0.30 per Flow-Through Unit for aggregate gross proceeds of up to $2,500,000, subject to adjustment as set out below. Each Flow-Through Unit is comprised of one flow-through common share (each, a "Flow-Through Share") issued on a "flow-through" basis pursuant to the Income Tax Act (Canada), as amended (the "Tax Act") and one half of a warrant (each whole warrant, a "Warrant") also issued on a "flow-through" basis pursuant to the Tax Act. Each Warrant entitles the holder thereof to purchase one non-flow-through common share (each, a "Common Share") for $0.45 per share for a period of eighteen (18) months from the closing date.
Carlisle reserves the right to increase or decrease the size and/or amend the terms of the proposed Offering.
Carlisle may pay a finder's fee or commission of up to 7% in cash and 7% in finder's warrants (each finder's warrant entitling the holder to purchase one Common Share for $0.45 at any time within eighteen (18) months from the closing date) to investment dealers or other persons permitted to receive same under applicable securities laws.
The gross proceeds to Carlisle from the sale of the Flow-Through Units will be used to fund exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the Tax Act) in connection with Carlisle's properties near Lynn Lake, Manitoba.
All of the securities issued pursuant to the Offering will be subject to a four (4) month hold period. Completion of the Offering is subject to the receipt of all necessary regulatory and other approvals.
Bruce Reid, President of Carlisle, stated "This additional capital will provide Carlisle with an aggregate of approximately $7-8 million in funds which can be used to continue the Company's exploration and development program at its four principle Gold Projects, that comprise its larger Lynn Lake land package near Lynn Lake, Manitoba. This additional capital will fund us through a substantial drill program as well as three more new resource estimates on the Burnt Timber, Last Hope and Farley Lake Projects during 2012."
About Carlisle: Carlisle Goldfields Limited is a Canadian-based gold exploration and development company, focused on development of its mining leases and claims in the Lynn Lake Greenstone Belt of Northern Manitoba, covering approximately 20,000 hectares which include the former MacLellan Gold mine and two other former producing gold mines as well as numerous other historically identified Gold Zones all within close distance of the town of Lynn Lake.
In March 2012 (see News Release dated March 13, 2012), Carlisle announced an updated Resource Estimate on the MacLellan Gold Project in Lynn Lake, Manitoba. This included Open Pit and Underground Resources in the Measured and Indicated Categories having increased to 32.4 million tonnes containing 2,018,100 ounces of AuEq at an average grade of 1.94 g/t AuEq (1.86 g/t Au and 4.4g/t Ag). The pit-contained Measured and Indicated categories of 29.9 million tonnes contain 1.7 million ounces of AuEq at an average grade of 1.8g/t AuEq (1.68 g/t Au and 4.4g/t Ag). The current Measured and Indicated Categories represent 94% of the total resource estimate.
This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The Flow-Through Shares and the Warrants comprising the Flow-Through Units and the Common Shares issuable upon exercise of the Warrants and finder's warrants will not be and have not been registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent an applicable exemption from the registration requirements.
Except for statements of historical fact contained herein, the information in this press release may constitute "forward-looking information" within the meaning of Canadian securities law. Other than statements of historical fact, all statements are "Forward-Looking Statements", including the size and pricing of the Offering, that involve various known and unknown risks and uncertainties and other factors, such as market conditions. There can be no assurance that such statements will prove accurate. Results and future events could differ materially from those anticipated in such statements. Readers of this press release are cautioned not to place undue reliance on these "Forward-Looking Statements". Except as otherwise required by applicable securities statutes or regulation, Carlisle expressly disclaims any intent or obligation to update publicly forward-looking information, whether as a result of new information, future events or otherwise.
Neither IIROC nor the TSX accepts responsibility for the adequacy or accuracy of this release.
Contacts:
Carlisle Goldfields Limited
Bruce Reid
President and Chief Executive Officer
647-500-4495
br@carlislegold.com
Carlisle Goldfields Limited
Carl McGill
Vice President, Corporate Development
416-278-8406
cmcgill@carlislegold.com
Carlisle Goldfields Limited
2702 - 401 BAY STREET
TORONTO, ONTARIO, CANADA
info@carlislegold.com
www.carlislegold.com
