Carlisle Goldfields Limited

Carlisle Goldfields Limited

July 10, 2012 09:21 ET

Carlisle Goldfields Announces Revised Terms to Proposed Private Placement of Flow-Through Units

TORONTO, ONTARIO--(Marketwire - July 10, 2012) - Carlisle Goldfields Limited (TSX:CGJ)(OTCQX:CGJCF) ("Carlisle" or the "Company") announces that it has revised the terms of its previously announced proposed private placement of flow-through units, originally announced on June 27, 2012 (the "Offering").

Under the revised terms of the Offering, Carlisle will issue up to 12,500,000 flow- through units (each, a "Flow-Through Unit") at a price of $0.16 per Flow-Through Unit (the "Offering Price") for aggregate gross proceeds of up to $2,000,000, 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 $0.22 per share.

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").

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 4.4g/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 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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