Carlisle Goldfields Adopts Shareholder Rights Plan

TORONTO, Nov. 19, 2013 (GLOBE NEWSWIRE) -- Carlisle Goldfields Limited (TSX:CGJ) (OTCQX:CGJCF) ("Carlisle" or the "Company") announces today that pursuant to authority granted by its board of Directors (the "Board") the Company has adopted a shareholder rights plan (the "Rights Plan").

The Rights Plan is intended to ensure that, to the extent possible, the Company's Board and shareholders have adequate time to consider and evaluate any unsolicited take-over bid, and to identify, solicit, develop and negotiate any value-enhancing alternatives that would be considered appropriate. This will encourage fair treatment of all of the Company's shareholders in connection with any unsolicited take-over bid.

The Board has authorized the issuance of one right in respect of each common share of the Company outstanding at 5:00 p.m. (Toronto time) on November 19, 2013 and each share issued thereafter.

-- The rights will become exercisable if a person, together with that person's affiliates, associates and joint actors, acquires or announces an intention to acquire beneficial ownership of common shares which, when aggregated with its and their current holdings, total 20% or more of the outstanding common shares of the Company (determined in the manner set out in the Rights Plan).

-- Following the acquisition of 20% or more of the outstanding common shares, each right held by a person other than the acquiring person and its affiliates, associates and joint actors would, upon exercise, entitle the holder to purchase common shares at a substantial discount to the market price of the common shares at that time.

-- The Rights Plan permits the acquisition of control of the Company through a "permitted bid", a "competing permitted bid" or a negotiated transaction.

  • A "permitted bid" is one that, among other things, (i) is made to all holders of common shares and securities convertible into common shares for all of their shares and convertible securities, (ii) is open for a minimum of 90 days, (iii) is subject to an irrevocable minimum tender condition of at least 50% of the common shares and securities convertible into common shares held by independent shareholders, (iv) allows shareholders to tender and to withdraw their shares at any time up to the end of the 90-day period, and (v) if the 50% tender condition is met at the end of the 90-day period, requires the bidder to announce that fact and keep the bid open for at least 30 more days.
  • The shareholders have the right to determine at a shareholders meeting that a take-over bid which would otherwise qualify as a "permitted bid" shall be deemed not to be a permitted bid.

-- The Board has the discretion to defer the time at which the rights become exercisable and to waive the application of the Rights Plan.

The Rights Plan is effective immediately and will be submitted to the shareholders for ratification at the annual general meeting on December 19, 2013. If it is not ratified within 90 days, the Rights Plan and any rights issued pursuant to it will terminate. If it is ratified, the Rights Plan will continue in effect so long as it continues to be approved at each annual meeting of shareholders thereafter. A copy of the plan will be available on SEDAR at www.sedar.com.

About Carlisle: Carlisle Goldfields Limited is a Canadian‐based gold exploration and development company focused on development of its Lynn Lake Gold Camp in the Lynn Lake Greenstone Belt of Northern Manitoba, covering approximately 20,000 hectares, which includes 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, Manitoba.

The Lynn Lake Gold Camp now has five NI 43-101 compliant resource estimates containing 2.75 M oz of Gold in the Measured and Indicated Categories and 2.28 M oz of Gold in the Inferred Category, as follows.

Project Resource Category MacLellan Mine Burnt Timber Linkwood Last Hope Farley Lake Mine Combined Projects
Measured 15,010,000 -- -- -- -- 15,010,000
Tonnes Indicated 17,374,000 1,021,000 984,000 201,000 5,914,000 25,494,000
Inferred 1,898,000 23,438,000 21,004,000 1,067,000 4,364,000 51,772,000
Measured 2.08 -- -- -- -- 2.08
Grade (g/t) Indicated 1.82 1.40 1.16 5.75 3.21 2.13
Inferred 2.01 1.04 1.16 5.29 2.87 1.37
Contained Ounces of Gold Measured/
Indicated
2,018,000 46,000 37,000 37,000 610,000 2,748,000
Inferred 127,000 781,000 783,000 182,000 403,000 2,276,000

Further details including technical reports are available on SEDAR (www.sedar.com).

QA/QC

Carlisle's exploration programs are carried out under the supervision of Peter Karelse P.Geo., Vice-President of Exploration, who is also a Qualified Person as defined by NI 43-101 with more than 30 years of experience in gold exploration and development. All technical information contained in this news release has been reviewed and approved by Peter Karelse, P.Geo.

To view an image of the Lynn Lake Gold Camp, please visit: http://orders.newsfilecorp.com/files/744/7556_carlis2.jpg

FOR FURTHER INFORMATION PLEASE CONTACT BELOW
CARLISLE GOLDFIELDS LIMITED
2702 – 401 BAY STREET
TORONTO, ONTARIO, CANADA
info@carlislegold.com
www.carlislegold.com

Nicholas Konkin
Investor Relations
416-642-0869 ext. 353 or nkonkin@buickgroup.com

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The Company's shares and other securities have not been and will not be 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 establishment and estimate of resources, that involve various known and unknown risks and uncertainties and other factors. 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.

Source:Carlisle Goldfields Limited