Carlisle Goldfields Limited
CNSX : CGJ

Carlisle Goldfields Limited

March 01, 2011 09:21 ET

Carlisle Goldfields Closes Second Tranche Of Private Placement

TORONTO, ONTARIO--(Marketwire - March 1, 2011) -

NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

Carlisle Goldfields Limited ("Carlisle" or the "Company") (CNSX:CGJ) is pleased to announce that it has closed the second tranche of its previously announced non-brokered private placement (the "Offering") (see Carlisle news releases dated January 10 and February 7, 2011).

In the first and second tranches combined, Carlisle has raised gross proceeds of $7,388,590 by issuing (a) 28,569,360 units (each, a "Unit") at $0.25 per Unit, each Unit consisting of one common share (a "Common Share") and one half warrant (each whole warrant (a "Warrant") entitling the holder to purchase one common share for $0.35 per share for 24 months and (b) 849,136 "flow through" units (each, a "Flow-Through Unit") at $0.29 per Flow-Through Unit, each Flow-Through Unit consisting of one common share issued on a "flow-through" basis under the Income Tax Act (Canada) ("ITA") and one half Warrant also issued on a "flow-through" basis under the ITA. Carlisle reserves the right to increase the size and/or terms of the private placement. Accordingly, Carlisle may complete additional tranches of the Offering in the near future, for such aggregate gross proceeds as Carlisle may determine.

"I am very pleased with the success of this private placement as it will enable the Company to advance its exploration activities at Lynn Lake aggressively," said Bruce Reid, President and Chief Executive Officer of Carlisle. "We anticipate having at least two drills operating continuously over the next number of months to significantly expand the size of the Company's resource estimate."

Carlisle paid finder's fees of up to 8% in cash and issued finder's warrants of up to 10% of the number of Units and Flow-Through Units issued with the assistance of securities dealers and others qualified to receive such fees and warrants under applicable securities legislation (each such finder's warrant entitles the holder to purchase one Common Share for $0.25 at any time within 24 months after the applicable Closing Date) in connection with the Offering.

The gross proceeds to Carlisle from the Flow-Through Units will be used to fund exploration expenses which qualify as "Canadian Exploration Expenses" (within the meaning of the ITA) in connection with Carlisle's projects in Manitoba and Ontario. Proceeds from the sale of the Units will be used for working capital purposes.

All of the securities issued pursuant to the private placement are subject to a four (4) month hold period from the applicable closing date.

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. In mid-2010 (see News Release dated July 26, 2010), Carlisle announced a NI 43-101 compliant Resource Estimate on the MacLellan Gold Property in Lynn Lake, Manitoba, which included Total Open Pit and Underground Resources having increased to 5.3 million tonnes containing 658,200 ounces of AuEq (Gold Equivalent) at an average grade of 3.85 g/t AuEq in the Measured and Indicated categories and 4.4 million tonnes containing 506,200 ounces of AuEq at an average grade of 3.56 g/t AuEq in the Inferred category. The current Measured and Indicated Category represents 55% of the total resource tonnage. 

This press release shall not constitute an offer to sell or solicitation of an offer to buy the securities in any jurisdiction. The Common Shares and the Warrants comprising the Units and the Flow-Through Units and the Common Shares issuable upon exercise of the Warrants and finder's 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 CNSX accepts responsibility for the adequacy or accuracy of this release.

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