Special Shareholder Committee of Carlisle Goldfields

May 08, 2009 17:14 ET

Shareholders of Carlisle Goldfields Requisition Meeting to Replace Directors

TORONTO, ONTARIO--(Marketwire - May 8, 2009) -

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Certain Shareholders of Carlisle Goldfields Limited ("Carlisle") holding in aggregate more than 18.7% of the issued common shares of Carlisle are requisitioning a special meeting of shareholders of Carlisle pursuant to the Business Corporations Act (Ontario). The purpose of the meeting is to replace the existing board of directors of Carlisle with nominees proposed by the Shareholder group. The Shareholder group includes the Mineralfields group of funds holding 8,320,772 shares representing approximately 18.7% of the issued common shares of Carlisle. Carlisle is listed on the TSX.

As announced on February 26, 2009 and April 21, 2009, Carlisle and Delta Uranium Inc. (Delta) have reached an agreement in principle to enter into a business combination and concurrent financing. The business combination provides for the acquisition by Carlisle of all the outstanding shares of Delta Precious Metals (Ontario) Inc. ("Subco"), a wholly owned subsidiary of Delta. Currently, Carlisle has 44,915,159 common shares issued and outstanding. As part of the transaction, the shareholders of Carlisle will be asked to approve a consolidation of its common shares on the basis of one post consolidation common share for each 10 common shares currently outstanding and the issuance of 4,000,000 post consolidation Carlisle common shares to Delta for the Boyer Lake, Turtlepond, and an option on the Citabar/Citadel properties in Ontario.

Richard Sutcliffe, acting as agent for the shareholders, stated "In our view, the commercial terms of the proposed business combination with Delta are inadequate and we do not believe the proposed transaction recognizes the fair value of Carlisle's assets."

The Shareholder group has requested that a shareholder meeting to elect directors be held prior to consideration of the proposed transaction with Delta. Carlisle has previously announced that a shareholder meeting was to be held on or about June 5, 2009 to consider the Delta transaction. If the Shareholder group is successful and a new board of directors of Carlisle is elected, the new board does not intend to complete the transaction with Delta Uranium Inc.

Some statements contained in this release are forward-looking and, therefore, involve uncertainties or risks that could cause actual results to differ materially. Such forward-looking statements include comments regarding mining and milling operations, mineral resource statements and exploration program performance.

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

Contact Information

  • Richard Sutcliffe
    416-214-2785