ISS and Glass Lewis Recommend That Carlisle Goldfields Limited Shareholders Vote for the Acquisition by Alamos Gold Inc.
It is proposed that Alamos will acquire each outstanding Carlisle common share ("Common Share") that it does not already own for 0.0942 of an Alamos common share and 0.0942 of an Alamos common share purchase warrant, each whole warrant exercisable at $10.00 per Alamos common share for three years from the completion of the Arrangement. As Carlisle announced by press release on October 15, 2015, this transaction has been unanimously approved by Carlisle's board of directors (the "Board") and the Board has recommended that Carlisle's shareholders vote in favour of the Arrangement.
Both ISS and Glass Lewis are independent proxy advisory firms which, among other services, provide proxy voting recommendations to pension funds, investment managers, mutual funds and other institutional shareholders.
Carlisle shareholders as of the record date of November 12, 2015 have the right to vote by proxy or in person at a Special Meeting of Carlisle shareholders (the "Meeting") to be held on December 16, 2015 at 10:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP, located at 199 Bay Street, Suite 2200, Toronto, Ontario M5L 1G4.
Shareholders should now have received, and are urged to carefully review, the Management Proxy Circular (the "Circular") and accompanying proxy voting materials as they contain important information regarding the Arrangement and its benefits to shareholders. Assuming a successful shareholder vote and satisfaction of the other conditions required for completion of the Arrangement, closing is expected to occur on or about January 7, 2016.
Shareholders who have any questions about the information contained in the Circular or require assistance with voting should contact the Company's Proxy Solicitation Agent, Laurel Hill Advisory Group, toll-free at 1-877-452-7184 (416-304-0211 collect) or send an email to firstname.lastname@example.org.
Carlisle is a gold exploration and development company focused, together with its joint venture partner Alamos, on evaluation of the Lynn Lake Gold Camp in Lynn Lake, Manitoba, Canada. Carlisle previously completed NI 43-101 compliant mineral resource estimates on five (5) deposits within its Lynn Lake Gold Camp, four of which form the basis for the February, 2014 (www.sedar.com) Preliminary Economic Assessment (PEA) technical report (Farley Lake Mine Deposit, MacLellan Mine Deposit, Burnt Timber Mine Deposit, and Linkwood Deposit). A second PEA technical report filed in April, 2014 focused on an open pit mining and processing model for the historical Farley Lake Mine and MacLellan Mine deposits only.
This News Release includes certain "forward-looking statements", including information pertaining to completion of the acquisition of Carlisle by Alamos. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. These forward-looking statements are based on reasonable assumptions of management, including receipt of approvals required for the acquisition of Carlisle by Alamos.
Although Carlisle has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are asked to review the "Risk Factors" relating to the Arrangement set out in Carlisle Goldfields Ltd.'s Management Proxy Circular prepared for the Meeting and other filings available on SEDAR. There can be no assurance that forward-looking statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Copies of the Meeting materials and certain related documents are available on SEDAR at www.sedar.com and on the Company's website.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Carlisle Goldfields Ltd.
Abraham Drost, President and CEO
(807) 252 7800
Bruce Reid, Executive Chairman
(647) 500 4495
Laurel Hill, Advisory Group