Concerned Shareholders of Carlisle Goldfields Limited

July 08, 2009 12:58 ET

Shareholders Seeking to Replace Directors of Carlisle Goldfields Mail Materials for Special Meeting

TORONTO, ONTARIO--(Marketwire - July 8, 2009) - Certain shareholders (the "Concerned Shareholders") of Carlisle Goldfields Limited ("Carlisle"), announced today that the Concerned Shareholders have mailed an Information Circular and other materials to Carlisle shareholders in connection with a special meeting of Carlisle shareholders (the "Special Meeting") to be held at the offices of Irwin Professional Corporation, 130 Adelaide Street West, Suite 2700, Toronto, Ontario M5H 3P5 on July 31, 2009, at 4:00 p.m. (Toronto time).    

The Concerned Shareholders requisitioned the Special Meeting pursuant to the Business Corporations Act (Ontario) for the purpose of (i) fixing the number of directors of Carlisle at five, (ii) removing the current board of directors of Carlisle (the "Current Board") from office, and (iii) electing the following nominees of the Concerned Shareholders as directors of the Corporation: Richard H. Sutcliffe, Brian Robertson, Douglas M. Stuve, John A. Chapman and Joseph Panetta (the "Concerned Shareholder Nominees").

The Concerned Shareholders are seeking to replace the Current Board for the following reasons:

  • The Current Board has failed to follow good corporate governance practices, as evident by the entering into a questionable, and eventually cancelled, reverse take-over transaction without conducting proper due diligence
  • Despite being legally obligated to do so, the Current Board failed to call an annual shareholders' meeting within the required time frame and furthermore again failed to call a shareholder meeting in response to a valid shareholder requisition.
  • Carlisle failed to disclose material information to its shareholders in a timely and accurate manner and misled shareholders with statements about calling shareholder meetings that had actually never been formally called in accordance with regulatory requirements.
  • The Current Board, approved a highly dilutive financing transaction in order to entrench itself, which could result in dilution of up to approximately 25%.
  • As a result of the Current Board's lack of oversight, Carlisle shareholders were monetarily penalized by the Canada Revenue Agency because the Corporation failed to meet its commitments.
  • As a result of the Current Board's failure to comply with applicable regulations and minimum listing requirements, the TMX Group issued a press release stating that the Corporation's common shares will be delisted from the Toronto Stock Exchange on July 16, 2009.

Richard Sutcliffe, acting on behalf of the Concerned Shareholders, stated "The Concerned Shareholder Nominees, if elected, plan to develop the Corporation into a precious metals producer in northern Manitoba and central Canada and believe that the existing gold resource at the MacLellan Gold Property combined with the discovery potential of the Corporation's land holdings is sufficient to warrant an exploration and development program with the objective of achieving this goal. 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 Management and the Current Board, complete a low cost re-evaluation of development options at the MacLellan Gold Property, and pursue a recapitalization of the Corporation."

For more information, see the information circular mailed to Carlisle shareholders and filed on www.sedar.com on July 3, 2009.

The Concerned Shareholders consist of the following shareholders of Carlisle: Richard H. Sutcliffe, MineralFields 2007-VII Special Flow-Through Limited Partnership, MineralFields 2007-IX Special Flow-Through Limited Partnership, Pathway Mining 2007-II Flow-Through Limited Partnership, Pathway Mining 2007-III Flow-Through Limited Partnership and Pathway Multi Series Funds Inc. Collectively, the Concerned Shareholders represent approximately 18.95% of the issued and outstanding common shares of Carlisle. 

For more information, including important instructions on how to properly vote your proxies, please contact:

Northern Shareholder Services

(416) 644-8190

Contact Information

  • Northern Shareholder Services
    (416) 644-8190