Carlisle Goldfields Limited

Carlisle Goldfields Limited

February 26, 2009 15:35 ET

Carlisle Goldfields Limited to Acquire Gold Properties From Delta Uranium Inc.

TORONTO, ONTARIO--(Marketwire - Feb. 26, 2009) - Carlisle Goldfields Limited (TSX:CGJ) ("Carlisle" or the "Company") and Delta Uranium Inc. (TSX:DUR) ("Delta") are pleased to announce that they reached an agreement in principle to enter into a business combination (the "Transaction") providing for the acquisition by the Company of all the outstanding shares of Delta Precious Metals (Ontario) Inc., a wholly-owned subsidiary of Delta incorporated under the laws of Ontario ("Subco"). The parties will be negotiating a definitive share exchange agreement. The Transaction will constitute a reverse take-over of Carlisle by Subco under the policies of the Toronto Stock Exchange (the "TSX").

Currently Carlisle has 44,915,159 common shares, 600,000 stock options and 2,232,686 warrants issued and outstanding. As part of the Transaction, the shareholders of Carlisle will be asked to approve, among other things, a consolidation of its common shares on the basis of 1 post-consolidation common share for each 10 common shares currently issued and outstanding. Carlisle options and warrants will be adjusted on the same basis. Following consolidation, Carlisle is expected to have 4,494,516 post-consolidation common shares, 60,000 post-consolidation options and 223,269 post-consolidation warrants.

In conjunction with the Transaction, Subco is expected to issue 4,000,000 of its common shares to Delta. As part of the Transaction, Subco will conduct a private placement of a minimum of $5 million and a maximum of $10 million worth of units of Subco at $0.50 per Subco unit, resulting in the issuance of a minimum of 10,000,000 units and a maximum of 20,000,000 units. Each Subco unit will be comprised of one Subco common share and one-half of one Subco warrant, each whole Subco warrant exercisable into one Subco common share at $0.75 per share for two years from date of issuance.

The Transaction is expected to be completed by way of a share exchange whereby every one Subco common share will be exchanged for one post-consolidation Carlisle common share, and every one Subco Warrant will be exchanged for one Carlisle warrant, with each Carlisle warrant exercisable into one post-consolidation Carlisle common share at $0.75 per share for two years.

Upon completion of the Transaction, Subco will be a wholly-owned subsidiary of Carlisle and Carlisle's shareholding will be substantially as follows:

NON-DILUTED Minimum Offering Maximum Offering
----------------- -----------------
----------------- -----------------
Shares % Shares %
------ - ------ -
Existing Carlisle 4,491,516 24.3% 4,491,516 15.8%
Delta 4,000,000 21.6% 4,000,000 14.0%
Subco Unit Subscribers 10,000,000 54.1% 20,000,000 70.2%
---------------------- ---------- ------ ---------- ------
TOTAL 18,491,516 100.0% 28,491,516 100.0%

FULLY DILUTED Minimum Offering Maximum Offering
----------------- -----------------
----------------- -----------------
Shares % Shares %
------ - ------ -
Existing Carlisle 4,774,785 20.08% 4,774,785 12.31%
Delta 4,000,000 16.83% 4,000,000 10.32%
Subco Unit Subscribers 15,000,000 63.09% 30,000,000 77.37%
---------------------- ---------- ------ ---------- ------
TOTAL 23,774,785 100.0% 38,774,785 100.0%

Upon the completion of the Transaction, Carlisle proposes to change its name to "Delta Precious Metals Limited", or such other name as acceptable to the TSX and approved by Carlisle and Delta. The proposed board of directors will consist of Carl McGill and John Steele, current directors of Carlisle, and Messrs. Wayne Isaacs, Rick Bonner, John Cottrell and 2 other nominees to be named at a later date.

Carl McGill, President and Chief Executive Officer of Carlisle commenting on the Acquisition transaction states that, "the acquisition of Delta's Boyer Lake Gold Property and Turtlepond Lake Gold Property will allow the Company to realize the value of the gold properties. In addition, the private placement, which is a condition of closing the acquisition, will provide the Company with the necessary funds to realize its objective of the re-commencement of the former producing MacLellan Gold Mine".

Completion of the Transaction is subject to a number of conditions, including but not limited to, applicable shareholder approvals, TSX acceptance, the completion of the proposed Subco private placement for a minimum of $5 million and satisfactory completion of due diligence reviews. The Transaction cannot close until required shareholder and TSX approvals are obtained, and all other conditions are satisfied or waived. There can be no assurance that the Transaction will be completed as proposed or at all. The Carlisle shareholder meeting is expected to be held on or about June 5, 2009.

Investors are cautioned that, except as disclosed in the management information circular to be prepared in connection with the Transaction, any information released or received with respect to the Transaction may not be accurate or complete and should not be relied upon.


The Delta gold properties to be acquired by Carlisile consist of Delta's 100% owned Boyer Lake Gold Property as well as its 100% owned Turtlepond Lake Gold Property. The two properties totalling 158 claim units (6,320 acres) are located in north western Ontario within a geological setting recognized by the Ontario Geological Survey ("OGS") to have high potential to host gold deposits.

The Boyer Lake Gold Property

The Boyer Lake Gold Property is located along the north eastern shore of upper Manitou Lake in Boyer Township, approximately 30km south of Dryden, Ontario. The property was acquired by staking and comprises 70 claim units covering over 2,800 acres of potentially gold-bearing structurally deformed (sheared) volcanic stratigraphy situated adjacent the historic Gold Rock mining camp.

During the 1980s CanAmerica Precious Metals discovered four gold-bearing zones on the property named the "D", "E", "F" and "Unnamed" Zones (1987 report prepared by M. Fox). Exploration of the mineralized structures by CanAmerica indicated the possibility of significant tonnage in the zones with the potential for a multi-million ounce gold deposit.

The Boyer Lake Project fits the model of Archean mesothermal lode gold deposits. These deposits are responsible for approximately 20% of the world's cumulative gold production and are mostly characterized by gold-only, quartz vein systems associated with supracrustal belts in low to medium-grade metamorphic terranes. Vein-type deposits, as seen in the Gold Rock area, typically consist of open-space fillings of coarse or cherty quartz with associated feldspar, carbonate, tourmaline, sericite and/or chlorite and sulphide minerals (1996 report prepared by J.W. Redden).

Turtlepond Lake Gold Property

The Turtlepond Lake Gold Project consists of 88 claim units covering 3,520 acres in the Boyer Lake and Harper Lake Townships located in the Kenora Mining Division. The claims are located approximately 35 km south of Dryden straddling highway 520.

The group targets mesothermal lode gold hosted in northeast trending shears cross-cutting volcanic-sedimentary lithologies. Turtlepond Lake lies on geological strike with Delta's Boyer Lake property. This set of closely spaced shear zones collectively comprise a wide zone of weakness that extends to the northeast and the southwest. These shears extending beyond the "nose" of the Manitou Lake fold underlying the Turtlepond area are host to a number of historical gold occurrences (Starr, Sovereign and Sovereign Sister) with grades reported up to 500 oz/ton (grab sample from 1980).

Historical diamond drill holes from the 1980's intersected auriferous quartz veins in narrow shears in close proximity to the three known gold occurrences. The exploration at that time was successful having located gold in the target horizons but did not exploit the nearby structural opportunities in the vicinity of the Manitou Lake fold.

About Delta Uranium Inc.

Delta Uranium is TSX listed Canadian exploration company actively engaged in the acquisition, evaluation and exploration of uranium mineral properties in northeastern and northwestern Ontario, and Western Newfoundland, Canada.

About Carlisle Goldfields Limited

Carlisle is a Canadian based gold exploration and development company, focused on its 20,000 hectare land position in the Lynn Lake Greenstone Belt of Manitoba where the Company is expecting to define resources in the range of 800,000 to 1,200,000 ounces of Gold. The primary target is the former producing MacLellan Gold Mine where the Company is working towards a re-commencement of production.

This news release contains forward-looking statements, which can be identified by the use of statements that include words such as "could", "potential", "believe", "expect", "anticipate", "intend", "plan", "likely", "will" or other similar words or phrases. These forward-looking statements, including statements regarding the Company's beliefs in potential mineralization, are based on current expectations, assumptions and projections about future events and entail various risks and uncertainties that are beyond the Company's ability to control or predict. Actual results may materially differ from expectations as more information regarding a property is gathered or if the Company's estimates or assumptions prove inaccurate. Factors that may materially affect actual results include, but are not limited to, political, business and economic conditions in jurisdictions where the Company conducts business, and risks associated with mineral exploration and production. The Company does not intend, and does not assume any obligations, to update forward-looking statements, whether as a result of new information, future events or otherwise. Readers should not place undue reliance on forward-looking statements.

The TSX has not reviewed and does not accept responsibility for the adequacy of this news release.

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