TORONTO, ON -- (Marketwired - November 24, 2015) -
Carlisle Goldfields Ltd. ("Carlisle") (TSX: CGJ) (OTCQX: CGJCF) announces the SEDAR filing and mailing of the shareholder meeting materials for the previously announced Plan of Arrangement (the "Arrangement") with
Alamos Gold Inc. ("Alamos") whereby it is proposed that Alamos will acquire each outstanding Carlisle common share ("Common Share") that it does not already own for 0.0942 of an Alamos common share and 0.0942 of an Alamos common share purchase warrant, each whole warrant exercisable at $10.00 per Alamos common share for three years from the completion of the Arrangement. As Carlisle announced by press release on October 15, 2015, this transaction has been unanimously approved by Carlisle's board of directors (the "Board") and the Board has recommended that Carlisle's shareholders approve the Arrangement.
Carlisle shareholders as of the record date of November 12, 2015 have the right to vote by proxy or in person at a Special Meeting of Carlisle shareholders (the "Meeting") to be held December 16, 2015 at 10:00 a.m. (Toronto time) at the offices of Dickinson Wright LLP, located at 199 Bay Street, Suite 2200, Toronto, Ontario M5L 1G4. The Meeting materials include a Management Proxy Circular that contains, among other things, details concerning the Arrangement, the reasons for and benefits of the Arrangement, the risks associated with the Arrangement, the requirements for the Arrangement to become effective, the procedure for voting at the Meeting, the process for receiving payment for Common Shares and other related matters. Shareholders are urged to carefully review the Management Proxy Circular and accompanying materials as they contain important information regarding the Arrangement and its consequences to shareholders. Assuming a successful shareholder vote and satisfaction of the other conditions required for the Arrangement, closing is expected to occur on or about January 7, 2016.
Carlisle has engaged Laurel Hill Advisory Group as its proxy solicitation agent in connection with the Arrangement and asks all shareholders to contact Laurel Hill with any questions or for assistance with voting. Laurel Hill can be reached by email at assistance@laurelhill.com or by telephone at 1-877-452-7184 (416-304-0211 collect).
About Carlisle
Carlisle is a gold exploration and development company focused, together with its joint venture partner, Alamos, on evaluation of the Lynn Lake Gold Camp in Lynn Lake, Manitoba, Canada. Carlisle previously completed NI 43-101 compliant mineral resource estimates on five (5) deposits within its Lynn Lake Gold Camp, four of which form the basis for the February, 2014 (www.sedar.com) Preliminary Economic Assessment (PEA) technical report (Farley Lake Mine Deposit, MacLellan Mine Deposit, Burnt Timber Mine Deposit, and Linkwood Deposit). A second PEA technical report filed in April, 2014 focused on an open pit mining and processing model for the historical Farley Lake Mine and MacLellan Mine deposits only.
Cautionary Note
This News Release includes certain "forward-looking statements", including information pertaining to completion of the acquisition of Carlisle by Alamos. All statements other than statements of historical fact included in this release are forward-looking statements that involve various risks and uncertainties. These forward-looking statements are based on reasonable assumptions of management, including receipt of approvals required for the acquisition of Carlisle by Alamos.
Although Carlisle has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. Readers are asked to review the "Risk Factors" set out in Carlisle's
Management Information Circular and other filings available on SEDAR. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements.
The TSX has not reviewed and does not accept responsibility for the adequacy or accuracy of this news release. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Copies of the Meeting materials and certain related documents are available on SEDAR at www.sedar.com and on the Company's website.
FOR FURTHER INFORMATION, PLEASE CONTACT:
Carlisle Goldfields Ltd.
Abraham Drost, President and CEO
(807) 252 7800
adrost@carlislegold.com
Bruce Reid, Executive Chairman
(647) 500 4495
br@carlislegold.com
Laurel Hill, Advisory Group
1-877-452-7184
assistance@laurelhill.com
