News out: Carlisle receives takeover offer from Nord Gold2014-11-13 13:51 ET - News Release An anonymous director reports CARLISLE RESPONDS TO NORDGOLD ANNOUNCEMENT AND PROVIDES UPDATE ON AURICO JOINT VENTURE AND PROPOSED PRIVATE PLACEMENT Carlisle Goldfields Ltd. has received a request from Nord Gold NV for consent to submit an offer to Carlisle's shareholders for Nordgold to acquire all of the outstanding shares of Carlisle at 9.6 cents per share. Nordgold and Carlisle signed a Mutual Confidentiality Agreement several months ago in which both companies agreed that for a period of 2 years neither party would, without the express written consent of the other party, among other things, offer to acquire or announce an intention to offer to acquire or effect a take-over bid, of the other party. Nordgold issued a news release this morning announcing its request for Carlisle's consent to make a take-over bid. Carlisle is of the view that, although the request made to Carlisle may be in compliance with the Mutual Confidentiality Agreement, the news release in that regard is in clear violation of the terms of the agreement. In any event, Carlisle is reviewing Nordgold's request and its contractual obligations under the Mutual Confidentiality Agreement as well as Carlisle's agreements with other parties and intends to respond to Nordgold in due course. Carlisle is also pleased to announce that it has received the initial payment of $5,000,000 in respect of its binding Joint Venture/Earn-In Agreement with AuRico Gold Inc. ("AuRico"). On execution and delivery of the Joint Venture/Earn-In Agreement, AuRico acquired a 25% interest in the Lynn Lake gold camp project and formed a Joint Venture with Carlisle. AuRico has become the Operator. Pursuant to the terms of the Joint Venture/Earn-In Agreement, Carlisle has also granted to AuRico an option to earn an additional 26% interest in the Lynn Lake gold camp by spending $20 million towards the advancement of a feasibility study within a 3-year earn-in period. If earned, AuRico's interest in the project would increase to 51%. AuRico may also earn an additional 9%, to increase its total holding to 60%, by delivering a NI 43-101 compliant feasibility study within the 3-year earn-in period, which has commenced. Under the terms of the Joint Venture Agreement, the parties would then fund further exploration and development expenses on a prorated basis, subject to certain dilution provisions. During the 3-year earn-in period, exploration beyond the scope of the feasibility study will be operated by Carlisle and will be funded equally by AuRico and Carlisle with a maximum contribution of $2.0 million per annum from AuRico unless otherwise agreed by the parties. The proposed private placement announced November 11, 2014 is comprised of the issuance to AuRico of 70.6 million common shares of Carlisle at a price of $0.08 per share and is expected to be completed as early as November 21, 2014, subject to securing approval from the TSX. On completion, AuRico will hold approximately 19.9% of the issued and outstanding share capital in Carlisle. On completion of the private placement, AuRico will have the right to nominate two candidates to Carlisle's board of directors, will have pre-emptive rights to maintain AuRico's shareholding position, and will have the right to match offers for certain royalty/streaming agreements, asset sales and change of control transactions common in transactions of this nature. The Joint Venture/Earn-In Agreement has been in full force and effect since November 10, 2014; it was not conditional upon completion of the proposed private placement. We seek Safe Harbor. © 2014 Canjex Publishing Ltd. All rights reserved.