Carlisle Goldfields Limited

Carlisle Goldfields Limited

July 28, 2009 14:32 ET

Carlisle Responds to Dissidents' Allegations

TORONTO, ONTARIO--(Marketwire - July 28, 2009) - Carlisle Goldfields Limited ("Carlisle" or the "Company") has released management's response denying the allegations of certain dissident shareholders (the "Dissidents"). Management's information circular dated July 17, 2009 has been mailed to all shareholders - those who hold their Carlisle shares in their own names and those who hold their shares through intermediaries like stock brokers - and addresses the allegations and many other important issues for the Company. It has been filed on SEDAR (if any shareholder would like to view it electronically, it is available on the Company's directory at A special meeting of Carlisle shareholders has been called for Friday, July 31, 2009 at 4:00 pm to elect a new board of directors for the Company. Further details about the special meeting are available in the management information circular.

Management has requested all Carlisle shareholders to vote immediately with a BLUE PROXY - both those who have not previously voted and those who have voted using the Dissidents' form of proxy. Carlisle shareholders who have actual possession of their Carlisle shares registered in their own names should have received a BLUE PROXY and can vote by sending their BLUE PROXY by fax to Equity Transfer & Trust Company at 416-361-0470. BLUE PROXIES can also be delivered to Equity Transfer & Trust Company at 200 University Avenue, Suite 400, Toronto, Ontario M5H 4H1: Attention Proxy Department. Proxies must be received by Equity Transfer & Trust Company no later than 4:00 PM on Thursday, July 30, 2009 (although the chairman at the shareholders meeting may accept proxies at any time prior to the applicable vote being taken). A proxy already submitted by a shareholder on the dissidents' yellow form will be automatically revoked upon the submission of a BLUE PROXY bearing a later date.

Carlisle shareholders who hold Carlisle shares through a brokerage house should have received a BLUE VOTING INSTRUCTION FORM and can vote by internet at, or by phone at 1-800-474-7493 - to vote by phone or internet, use the voting security codes on the BLUE VOTING INSTRUCTION FORM - alternatively, Carlisle shareholders who hold their shares through a brokerage house can vote by fax at 905-507-7793 or 514-281-8911. The last vote submitted by you in this manner will be the vote which is counted. If you have not received a BLUE VOTING INSTRUCTION FORM, you should contact your broker to obtain a security code to use to vote.

Management states that the record is clear that the current President and CEO of Carlisle took office last year to undertake remedial actions after the Company's position had deteriorated because of the actions of previous officers. Since then, the Company has raised approximately $400,000 in extremely difficult market conditions while searching for new management, a new board of directors and a possible meaningful strategic business alliance. Proceeds of the financings were used for necessary and critical operating purposes, such as preparation of year-end audited financial statements and maintenance of mining claims, as well as legal, regulatory and insurance fees, office rent and broker commissions. The issuance of common stock for capital funding purposes was not unnecessarily dilutive, but simply a means to give the Company a chance to survive, with the ultimate goal of capitalizing on an extremely valuable core asset, all with a view to the best interests of all of the shareholders.

In response to the Dissidents' allegation relating to not calling a special meeting of shareholders as requisitioned by the Dissidents and postponing the Company's annual meeting, management's recently released management information circular provides a well-documented commentary. The following is an excerpt: "There are valid legal challenges that could have been made by the Corporation to the Requisition and, according to the advice of its legal counsel, the Corporation was not obliged to call a special meeting in response to the Requisition. More importantly, as disclosed in the Carlisle press release filed on SEDAR on May 14, 2009, the Corporation had already planned to hold an annual and special meeting of its shareholders which was originally scheduled for June 5, 2009 and rescheduled for June 25, 2009. At this meeting the shareholders would have voted on the election of directors, other routine annual business and the proposed Delta Transaction. The Dissidents wanted to call a special meeting to elect a new Board in advance of the special meeting to approve the Delta Transaction. It appears that the Dissidents did not want to give the shareholders the right to first vote on the Delta Transaction. Rather than holding two (2) separate meetings, the Directors were and are of the view that it would have been in the best interests of the Corporation to have one (1) meeting to address all outstanding matters, including the election of Directors and the proposed Delta Transaction as opposed to incurring the additional costs and expenses associated with calling and holding two (2) separate meetings. When the Delta Transaction was terminated on or about June 9, 2009 by Carlisle because of the failure by Delta to raise the necessary capital, the Corporation required time to regroup. On June 11, 2009, the Dissidents called the Meeting and filed the notice of Meeting on SEDAR. If elected, it is the intention of the Carlisle Nominees to call an annual meeting forthwith after the Meeting at which time the usual annual business will be transacted."

The Dissidents like to refer to the Company's shares being delisted from the TSX as a matter of failure to comply with regulatory requirements. Carlisle was from the beginning of 2009 under listing review for inadequate market capitalization and because its President and CEO was temporarily acting as interim CFO. Market capitalization issues are not uncommon at this time at the TSX, with numerous companies under the same scrutiny; however, the trading price of the Company's shares is not something over which management or the Company has any control. Regarding the dual role of CEO and CFO by the same individual, the Company could not afford a CFO at the time so the President and CEO took on the second role by becoming CFO on an interim basis to ensure that the Company could file its financial statements and avoid serious regulatory penalties. Far from ignoring the matter, Carlisle successfully obtained three unprecedented extensions, based on the Company's ability to remain solvent and the significance of its core asset, up to the recent final delisting decision. Current management and the proposed new slate of board members have a plan to re-list on a recognized stock exchange and are positioned to do this upon election. A new CFO will similarly be engaged following the shareholders meeting.

On a further note, the Dissidents state that their shareholder nominees intend to increase their share ownership of the Company when elected. Current management of Carlisle is pleased to state that management's nominees already own approximately 5,000,000 shares of the Company. On the other hand, the Dissidents' nominees hold only 10,000 shares, promising to invest if elected. If the Dissidents truly believed in the value of the Company and wished to extend support to Carlisle shareholders, wouldn't they participate now?

Carlisle management urges you, the Company shareholders, not to allow dissident minority shareholders the chance to take control of your company. Current Carlisle management has requested all Carlisle shareholders to vote now using their recently received BLUE PROXY, or BLUE VOTING INSTRUCTION FORM received through their stock brokers, (and not to use the yellow proxies or voting instruction forms received from the dissidents) to vote for a new Carlisle board of directors with:

Proven expertise in raising capital

Experience in growing successful exploration and mining companies

Interests aligned with all shareholders

A complete description of the voting procedures is set out in management's information circular. Shareholders who have questions regarding the voting procedures should call Equity Transfer & Trust Company toll-free at 1-866-393-4891.

Contact Information

  • Carlisle Goldfields Limited
    Carl McGill
    President and CEO