Carlisle Goldfields Limited

Carlisle Goldfields Limited

June 27, 2012 09:08 ET

Carlisle Goldfields Announces Proposed Private Placement of Flow-Through Units

TORONTO, ONTARIO--(Marketwire - June 27, 2012) - Carlisle Goldfields Limited (TSX:CGJ)(OTCQX:CGJCF) ("Carlisle" or the "Company") is pleased to announce that it has engaged Canaccord Genuity Corp. (the "Agent") to act as agent in connection with a proposed private placement of up to 11,200,000 flow-through units (each, a "Flow-Through Unit") at a price of $0.18 per Flow-Through Unit (the "Offering Price") for aggregate gross proceeds of up to $2,016,000, or such other number of Flow-Through Units or amount of gross proceeds as Carlisle and the Agent may determine.

Each Flow-Through Unit shall consist of one flow-through common share in the Company (each, a "Flow-Through Share") and one half of one common share purchase warrant of the Company (each whole warrant, a "Warrant") exercisable for a period of 24 months from the date of closing. Each whole Warrant shall be exercisable to purchase one common share of the Company at a price of $0.25 per share.

The Company has also granted the Agent an over-allotment option for up to an additional $2 million of the Flow-Through Units to be sold under the Offering at the Offering Price, exercisable for a period in whole or in part up to 5 p.m. (EST) on the date that is two days prior to the closing date.

The proceeds from the Offering will be used to fund exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the Income Tax Act (Canada)) in connection with Carlisle's properties near Lynn Lake, Manitoba.

The closing of the Offering is expected to occur on July 17, 2012, or on such earlier or later date as may be agreed upon by the Company and the Agent.

The terms of the Offering are subject to acceptance by the Toronto Stock Exchange ("TSX").

Bruce Reid, President of Carlisle, stated, "This additional capital will provide Carlisle with an aggregate of approximately $3 million in funds which can be used to continue the Company's exploration and development program at its five 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 four more new resource estimates on the Burnt Timber, Linkwood, 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 proximity 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 4.4 g/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 1.8 g/t AuEq (1.68 g/t Au and 4.4 g/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 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.

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