Carlisle Goldfields Limited

Carlisle Goldfields Limited

January 26, 2010 17:00 ET

Carlisle Goldfields Announces Proposed Rights Offering

TORONTO, ONTARIO--(Marketwire - Jan. 26, 2010) - Carlisle Goldfields Limited ("Carlisle") is pleased to announce the terms of a proposed rights offering to existing shareholders (the "Offering") subject to receipt of all necessary securities regulatory approvals. Carlisle proposes to offer to eligible holders of its outstanding common shares of record as at the close of business on January 29, 2010 (the "Record Date") rights (each, a "Right") to subscribe for units of Carlisle (each, a "Unit") on the terms set forth in a rights offering circular (the "Circular") to be mailed by Carlisle to its shareholders as of the Record Date (which Circular will also be available on SEDAR at

Under the proposed Offering, each such holder will receive one Right for each common share held on the Record Date. Eight (8) Rights will entitle the holder to purchase one Unit at a price of $0.05. Each Unit will be comprised of one common share and one share purchase warrant (each a "Warrant"). Each Warrant will entitle the holder to purchase one common share at a price of $0.10 at any time on or before January 15, 2011.

Shareholders who exercise all of their Rights will also have the opportunity to acquire additional Units pursuant to an over-subscription privilege to be provided for under the Offering, the terms of which will be described in the Circular.

Carlisle intends to use the proceeds of the Offering for certain outstanding accounts payable and accrued liabilities to reduce its working capital deficiency, for exploration or development of its mineral exploration properties and for general corporate purposes.

No U.S. Registration or Sales

Neither the Rights nor the securities which may be acquired upon exercise of the Rights have been or will be registered under the U.S. Securities Act of 1933 (the "U.S. Act"), as amended, or any state securities laws or approved or disapproved by the United States Securities and Exchange Commission (the "SEC") or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of the Circular. Any representation to the contrary is a criminal offence in the United States. The Circular is not being sent, delivered, provided or otherwise circulated to any holder of common shares who is in the United States, a U.S. Person (as defined in Regulations S under the U.S. Act), or holding common shares for the account or benefit of any U.S. Person or person in the United States. The Rights and the securities acquirable upon exercise of such Rights may not be sold or transferred, directly or indirectly, and the Rights may not be exercised, in the United States, by any U.S. Person, or for the account or benefit of any U.S. Person or in the United States, except that the Rights may be exercised pursuant to an exemption from the requirements of the U.S. Securities Act and applicable state securities laws, after providing a legal opinion of reputable counsel satisfactory to Carlisle to the effect that such exemption is available.

For further information please contact Carl McGill, President and Chief Executive Officer, Carlisle Goldfields Limited, by phone at (416) 278-8406, by e-mail at or by mail to Suite 204, 133 Richmond Street West, Toronto, Ontario M5H 2L3.

This press release contains or refers to forward-looking information, including statements about the terms of the proposed Offering, the expected use of such proceeds of the Offering and the other forward-looking statements referred to in the Circular under the heading "Cautionary Statement Concerning Forward-Looking Statements" that will be filed on SEDAR and will be available at if the proposed Offering is proceeded with. All information other than statements of historical fact that address activities, events or developments that Carlisle believes, expects or anticipates will or may occur in the future are forward-looking statements. These forward-looking statements are subject to a variety of risks and uncertainties which are beyond Carlisle's ability to control or predict that may cause actual events or results to differ materially from those discussed in such forward-looking statements, including the risks that (i) Carlisle may not proceed with the Offering; (ii) Carlisle may not be unable to raise a portion or all of the gross proceeds that Carlisle expects to raise under the Offering; (iii) Carlisle may be required to use the proceeds of the Offering for purposes other than those disclosed herein; and (iv) other risks that may be otherwise disclosed in the Circular. Any forward-looking statement speaks only as of the date on which it is made and, except as may be required by applicable securities laws, Carlisle disclaims any intent or obligation to update any forward-looking statement, whether as a result of new information, future events or results or otherwise. Although Carlisle believes that the assumptions inherent in the forward-looking statements are reasonable, forward-looking statements are not guarantees of future performance and accordingly undue reliance should not be placed on these forward-looking statements due to the inherent uncertainty related thereto.

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