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October 2, 2007
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Glencairn Announces $22 Million Private Placement Financing as Part of a
Restructuring and Renewed Focus on its Nicaraguan Exploration and Mining
Properties Aberdeen International Leads with $7 million Investment
CONFERENCE CALL SCHEDULED FOR 11:00 am E.T.
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TORONTO, ONTARIO--(Marketwire - Oct. 2, 2007) -
NOT FOR DISSEMINATION IN THE UNITED STATES OR FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES
Glencairn Gold Corporation (the "Company")(TSX:GGG)(TSX:GGG.WT)(AMEX:GLE) is pleased to announce that it has entered into an engagement agreement with a syndicate of underwriters led by Orion Securities Inc. and including Blackmont Capital Inc., Dundee Securities Corporation, and Wellington West Capital Markets Inc. for a $22 million underwritten private placement of units, each unit comprised of a common share and one half of one common share purchase warrant. This financing will permit the Company to complete the conversion of its Libertad Mine from heap leaching to a conventional milling circuit and to focus its exploration efforts along the Nicaraguan Gold Belt where it holds a substantial land package. The financing is part of a new strategic plan for the Company that will include the following:
- An underwritten private placement financing to raise gross proceeds of $22 million;
- The appointment of Messrs. Stan Bharti, George Faught, and Joe Milbourne to the Company's Board of Directors and Mr. Bharti as Chairman of the Board;
- Dr. Bill Pearson joining the Company as Executive Vice President, Exploration;
- A capital restructuring through a share consolidation on a seven-for-one basis;
- A change in the Company's name; and
- The sale of the Company's non-core assets, including the interest in the Cerro Quema advanced development project located in Panama for consideration of US$6 million.
CONFERENCE CALL
Date: Tuesday, October 2
Time: 11:00 a.m. DST
Local Callers: 416-641-6127
North American Callers: 1-866-542-4238 toll free
International Callers: 1-416-641-6127
You may also listen to the webcast at www.glencairngold.com. An archive
of the conference call and webcast will be available on the Company's
website. "This financing and restructuring will allow Glencairn to build the Company from a solid foundation based on our Nicaraguan gold assets," said Peter Tagliamonte, President and Chief Executive Officer of the Company. "The addition of Dr. Bill Pearson brings tremendous strength and experience to our exploration team. His expertise in gold exploration, particularly in South America, will be invaluable as we significantly expand our exploration program in Nicaragua. Additionally, the appointment of Mr. Stan Bharti as Chairman and Messrs. George Faught and Joe Milbourne as directors bring complementary skills to our existing Board."
"With the completion of the private placement, the Company will be fully funded to complete the new mill facilities at its Libertad Mine, improve efficiencies at its Limon Mine and pursue a $7 million exploration program to expand mineral reserves and resources," Mr. Tagliamonte stated.
The Company anticipates completing a private placement of 40 million units and 107 million subscription receipts at a price of $0.15 per unit or subscription receipt, as the case may be, for aggregate gross proceeds of $22,050,000. Aberdeen International Inc. ("Aberdeen"), a TSX Venture Exchange-listed company, of which Mr. Bharti is Executive Chairman, has agreed to subscribe for $7 million of the financing. In addition, Stan Bharti and associates will subscribe for $1 million of the offering.
Mr. Stan Bharti, Executive Chairman of Aberdeen stated, "We are pleased to participate in this investment which exemplifies our strategy of providing a combination of financial, technical and strategic expertise to realize the potential value for all Glencairn shareholders".
Each unit or subscription receipt, as the case may be, will entitle the holder to acquire one common share and one-half of one common share purchase warrant, without payment of additional consideration. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of $0.18 for three years following closing. The net proceeds from the financing will be used by the Company for development of the Libertad Mine, $7 million for exploration at the Company's mineral properties, and for general working capital purposes.
Completion of the private placement is subject to receipt of all required regulatory and other approvals, including the approval of the Toronto Stock Exchange. It is anticipated that the private placement will close on or about October 22, 2007.
Upon completion of the private placement financing, three new directors, Messrs. Stan Bharti, George Faught and Joe Milbourne, will be appointed to the Company's Board of Directors. Mr. Bharti will also be appointed as the Company's Chairman. In connection with the appointment of the new directors, Messrs. Kerry Knoll and Ian McDonald will resign as directors of the Company. "I would like to take this opportunity to thank Kerry and Ian for their invaluable contributions to the Company and the Board," said Peter Tagliamonte, President and Chief Executive Officer of the Company.
Mr. Bharti is a professional engineer and is currently the President and Chief Executive Officer of Forbes & Manhattan, Inc., a private merchant bank operating in Canada, the United States and Western Europe, and Executive Chairman of Aberdeen, a TSX Venture Exchange-listed global investment and merchant banking company focused on small cap companies in the resource sector. From February 2002 to April 2006, he was Chairman and a director of Desert Sun Mining Corp., a Toronto Stock Exchange-listed mining company which was acquired by Yamana Gold Inc. He has over 25 years of experience in operations, public markets and finance. Mr. Bharti is also a director of several public and private companies.
Mr. Faught is a Chartered Accountant with over 25 years of senior management experience. He is currently the President and CEO of Aberdeen and has served as the Chief Financial Officer of a number of publicly traded companies in the natural resource, financial services and pharmaceutical industries. Mr. Faught has broad financial management, corporate development and operating experience and has served as the Chief Financial Officer of North American palladium Ltd., a mid-tier Platinum Group Metal producer, and Hudson Bay Mining & Smelting Co Ltd., an integrated base metals producer. Mr. Faught is also a director of several public and private companies.
Mr. Milbourne is a metallurgical engineer who previously was the Technical Director at AMEC Americas Inc. from 2002 to April 2007, where he was responsible for the overview and direction of AMEC's metallurgists and process engineers across North and South America. He has over 30 years of experience in the development, design, construction and management of mineral processing projects worldwide including the North America, Latin America and South America. Currently, Mr. Milbourne is the Vice President, Technical Services at WildHorse Energy Ltd., an Australian Securities Exchange-listed uranium development company established in 2005 to explore and develop world-class uranium assets.
Dr. Pearson is a professional geologist with over 33 years of experience in the national and international mining industry in all phases from grassroots exploration through to advanced projects and mine development. He has carried out exploration programs in 15 countries in North and South America, Europe, East Asia and Australia. In addition, he has been extensively involved in due diligence work for acquisitions, preparation of mineral resource and mineral reserve estimates, writing of NI 43-101 technical reports and as an expert witness. He has served on the Board of several public junior mining companies and has authored a number of scientific papers as well as giving numerous presentations. From 2002 to its takeover in April 2006 by Yamana Gold Inc., Dr. Pearson was Vice President, Exploration for Desert Sun Mining Corp. He directed exploration programs that increased the overall resource base at Jacobina by 1.4 million ounces and discovered a major new extension to the Canavieiras deposit that is now being developed by Yamana. He is currently a Director and Technical Advisor for Largo Resources which is exploring and developing projects in Brazil, Yukon and Ecuador. He holds a B.Sc. degree in Honours Geology from UBC and M.Sc. and Ph.D. degrees in Economic Geology from Queen's University.
The Company has scheduled a special meeting of its shareholders to be held in November. At this meeting, the Company intends to seek shareholder approval to (i) change its name to reflect its new strategic plan; (ii) consolidate its outstanding common shares on a seven-for-one basis; and (iii) complete the subscription receipt portion of the above-mentioned private placement which is over and above the maximum allowed by the Toronto Stock Exchange without obtaining shareholder approval.
The Company also announced on October 1, 2007 that it has entered into a letter of intent with Bellhaven Copper & Gold, Inc. to sell its interest in the Cerro Quema advanced development project located in Panama for aggregate consideration of US$6 million. This sale is expected to close on or about October 31, 2007, and is subject to customary conditions, including definitive documentation, receipt of all requisite regulatory approvals. The sale of this non-core asset will provide the Company with additional funds to pursue its focus on its Nicaraguan properties.
Conference Call Details:
Date: Tuesday, October 2
Time: 11:00 a.m. DST
Local Callers: 416-641-6127
North American Callers: 1-866-542-4238 toll free
International Callers: 1-416-641-6127
You may also listen to the webcast at www.glencairngold.com. An archive
of the conference call and webcast will be available on the Company's
website. This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
About Glencairn Gold Corporation
The Company is a gold producer with mining and exploration activities focused in Central America. The Company operates the Limon Mine in Nicaragua and plans to convert the Libertad Mine in Nicaragua to conventional milling and expand annual gold output. It also holds a 100% interest in the Mestiza gold property which is located 70 kilometres from the Limon Mine. The Company focuses on efficient and productive mining practices to establish a firm base of quality operations. Glencairn is committed to growth by optimizing current operations and expanding mineral reserves at existing mines.
Cautionary Note Regarding Forward-Looking Statements: This press release contains "forward-looking statements", within the meaning of the United States Private Securities Litigation Reform Act of 1995 and applicable Canadian securities legislation. Forward-looking statements include, but are not limited to, statements with respect to the completion of this financing and the Company's new strategic plan, the future financial or operating performance of the Company, its subsidiaries and its projects, the future price of gold, estimated recoveries under the milling plan, the estimation of mineral reserves and resources, the realization of mineral reserve estimates, the timing and amount of estimated future production, costs of production, capital for the mill project, operating and exploration expenditures, costs and timing of the development of new deposits, costs and timing of future exploration, requirements for additional capital, government regulation of mining operations, environmental risks, reclamation expenses, title disputes or claims, limitations of insurance coverage and the timing and possible outcome of pending litigation and regulatory matters. Generally, these forward-looking statements can be identified by the use of forward-looking terminology such as "plans", "expects" or "does not expect", "is expected", "budget", "scheduled", "estimates", "forecasts", "intends", "anticipates" or "does not anticipate", or "believes", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".
Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that may cause the actual results, level of activity, performance or achievements of the Company to be materially different from those expressed or implied by such forward-looking statements, including but not limited to: general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; future prices of gold; possible variations of ore grade or recovery rates; failure of plant, equipment or processes to operate as anticipated; accidents, labour disputes and other risks of the mining industry; political instability, insurrection or war; delays in obtaining governmental approvals or required financing or in the completion of development or construction activities, as well as those factors discussed in the section entitled "General Development of the Business - Risks of the Business" in the Company's annual information form for the year ended December 31, 2006 on file with the securities regulatory authorities in Canada and the Company's Form 40-F on file with the Securities and Exchange Commission in Washington, D.C. Although the Company has attempted to identify important factors that could cause actual results to differ materially from those contained in forward-looking statements, there may be other factors that cause results not to be as anticipated, estimated or intended. 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 Company does not undertake to update any forward-looking statements that are incorporated by reference herein, except in accordance with applicable securities.
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