Concerned Shareholders of Carlisle Goldfields Limited

July 23, 2009 18:42 ET

Concerned Shareholders of Carlisle Goldfields Urge Shareholders to Vote in Favour of the Concerned Shareholder Nominees

TORONTO, ONTARIO--(Marketwire - July 23, 2009) -


The Concerned Shareholders of Carlisle Goldfields Limited ("Carlisle" or "the Corporation") are issuing this press release in response to statements made in a Management Information Circular prepared and mailed to shareholders by management of Carlisle. Shareholders are urged to carefully consider the facts and arguments presented by the Concerned Shareholders of Carlisle and asked to vote in favour of the Concerned Shareholder Nominees on the Yellow Proxy.

Your rights and interests as a shareholder of the Corporation have been repeatedly disregarded. The meeting of Carlisle shareholders was called by Richard Sutcliffe, on behalf of the Concerned Shareholders holding approximately 18% of the issued and outstanding shares of the Corporation, because the Board of Directors failed to call a meeting in response to a valid shareholder requisition. Furthermore, the Board of Directors has failed to comply with its legal requirements under the Business Corporations Act (Ontario) to call an annual meeting of shareholders not later than 15 months after holding its last preceding annual meeting. In spite of their failure to call a shareholder meeting as legally required, management now claims that the concerned shareholders have caused Carlisle to incur significant and unnecessary expenses.

The Concerned Shareholder nominees do represent all shareholders. Each of the Concerned Shareholder's proposed nominees takes the task of directorship very seriously and is pleased as well as obligated to act in the best interests of all shareholders, and ultimately will be accountable to all shareholders. Furthermore, the Shareholder Nominees will increase their share ownership of the company when elected. The Management circular claim that the Concerned Shareholders are seeking a change of control is misleading as there is no change in ownership of the company. The Concerned Shareholders are only proposing a change in who represents your interest in the company.

The Concerned Shareholder Nominees have significant experience in mining, exploration and/or public company management and directorships. Richard Sutcliffe, Ph.D., P.Geo. is currently President, Chief Executive Officer and director of URSA Major Minerals Incorporated. During his term as a director of North American Palladium Ltd., that company completed a significant mine mill expansion at the Lac des Iles Mine at Thunder Bay, Ontario, and during his term as Chairman of Patricia Mining, that company opened the underground Island Gold Mine at Wawa, Ontario. Mr. Robertson, P.Eng., is a mining engineer with extensive mining experience and has served as a senior officer and/or director of several public companies, including currently being a director of Romios Gold Resources Inc. Mr. Chapman, P.Eng., is a mining engineer with extensive experience in the exploration, mine development and mine operations. Assignments have been in Canada, U.S.A. and Philippines and have included engineering, supervision and management at underground, open-pit and strip mining operations. Mr. Stuve, LLB, has served as a member of an advisory committee to The Alberta Stock Exchange and is currently a Director of Deepwell Energy Trust Services (TSX), Amalfi Capital Corporation (TSX Venture), E.G. Capital Inc.(TSX Venture) and Yangarra Resources Ltd. (TSX Venture). Mr. Panetta is a director of Jaguar Financial Corporation, a merchant bank that invests in undervalued small and mid capitalization companies in a variety of industry sectors. The management circular statement that certain Concerned Shareholder nominees lack mining or exploration experience or experience as public company directors is false. Despite the management claim, the Concerned Shareholder Nominees are clearly a more experienced mining group than the Management Nominees.

The Concerned Shareholder circular provides defined new management appointments. The Concerned Shareholders have clearly stated their plan to appoint Brian Robertson, P.Eng. as President and Chief Executive Officer and Christopher Chadder, C.A. as Chief Financial Officer. Mr. Robertson is a mining engineer and has served as President of Victory Nickel, Nuinsco Resources and Yukon Gold. He has extensive experience in gold mining operations, including 21 years with Placer Dome Inc. directing mining operations and development in Canada and South Africa, as well as 7 years at Royal Oak's mines in British Columbia and Newfoundland.

Mr. Chadder is a Chartered Accountant and is currently Chief Financial Officer of URSA Major Minerals Incorporated, a TSX listed mining company. He was previously President and CEO of Patricia Mining Corp. from 2006 to 2008 and has over 15 years of experience in business development, financial compliance, and reporting. In contrast, the management circular has no stated plan for any new management personnel which tacitly indicates that existing management may well be entrenched.

The Concerned Shareholder circular provides a defined plan to create shareholder value. The Concerned Shareholder Nominees' immediate plan is to appoint an experienced management team, rectify the Corporation's numerous continuous disclosure, compliance and listing issues created by the current management and board, complete a low cost re-evaluation of development options at the MacLellan Gold Property, and pursue a recapitalization of the Corporation. Mid- to long-term plans will be to expand the gold resource base at MacLellan and Lynn Lake, complete feasibility studies and project financing, and aggressively pursue additional acquisitions in the area to create a larger resource base with greater opportunities for mining development and financing. The Concerned Shareholder nominees have deliberately not stated a financing plan and will not put a financing plan forward until they have been elected and understand the actual financial condition and financial requirements of the Corporation. The Concerned Shareholder nominees will seek to finance incrementally to minimize dilution to existing shareholders. The Management circular claims that they intend to raise $3.5 million in capital but do not state the pricing or timing of the financing. This proposed financing, which is more than twice the company's market value prior to delisting, if successful, would be extremely dilutive to the existing shareholders.

Quick action must be taken in order to improve investor confidence and ensure that the full potential of Company is realized. Do not vote for a slate of directors that is aligned with the same management that has allowed Carlisle shareholders to be monetarily penalized at a time when the price of gold is near an all time high, and allowed the company to become delisted from the TSX. There is only one sound and logical choice, vote YES to the Concerned Shareholder YELLOW proxy.



If you have already voted for the recommendations of the Concerned Shareholders on the yellow proxy, then we thank you for your vote and no further action is required on your part.

If you have not previously voted, please act immediately for your vote to count. If you hold your Carlisle shares through a brokerage, you can vote you shares online at, by telephone at 1-800-474-7493, or fax at 1-905-507-7793. If you have a physical certificate for your Carlisle shares, you can vote by sending your proxy by fax to Capital Transfer Agency Inc. at 416350-5008 or deliver to 390 Bay Street, Suite 2020, Toronto, Ontario, M5H 2Y2. Proxies must be received before 4:00 pm on Wednesday, July 29, 2009.

IF YOU SUPPORT THE CONCERNED SHAREHOLDERS, YOU MUST USE THE ONLY THE YELLOW PROXY to VOTE FOR the Concerned Shareholder Nominees. If you have sent in any other colour of proxy, you can still send in a dated YELLOW proxy and your most recently submitted proxy will be counted.

If you have any questions regarding voting or the Concerned Shareholder Circular please contact Northern Shareholder Services at 416-644-8190 or Richard Sutcliffe at 416-864-0615.

Contact Information

  • Northern Shareholder Services
    Craig Rogers
    On behalf of the Concerned Shareholders
    Richard Sutcliffe