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October 22, 2007
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Glencairn Completes $26 Million Private Placement
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TORONTO, ONTARIO--(Marketwire - Oct. 22, 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 closed its previously announced private placement financing for gross proceeds of $26,050,500. A syndicate of underwriters, led by Orion Securities Inc., and including Dundee Securities Corporation, Blackmont Capital Inc. and Wellington West Capital Markets Inc., purchased 40,000,000 units (the "Units") and 133,670,000 subscription receipts (the "Subscription Receipts") at a price of $0.15 per Unit or Subscription Receipt. Each Unit is comprised of one common share and one-half of one common share purchase warrant. Each whole common share purchase warrant entitles the holder to purchase one common share at a price of $0.18 until October 22, 2010.
The proceeds from the sale of the Subscription Receipts will be held in escrow pending satisfaction of certain conditions, including receipt of disinterested shareholder approval for the issuance of the common shares and common share purchase warrants upon exercise of the Subscription Receipts. Upon satisfaction of such conditions, each Subscription Receipt will be automatically converted into one Unit (without any further action by the holders thereof, including payment of additional consideration). If such conditions are not satisfied by December 31, 2007, the Company will repurchase the Subscription Receipts at a redemption price per Subscription Receipt equal to the issue price of $0.15 plus interest.
The net proceeds from the financing will be used by the Company for development of the Libertad Mine, for exploration at the Company's mineral properties, and for general working capital purposes.
The size of the offering was increased from $25,050,000 to accommodate the participation of Yamana Gold Inc. ("Yamana") which acquired $2,000,000 of Units and Subscription Receipts pursuant to its right to maintain a pro rata interest in the Company. As a result of this offering and assuming all Subscription Receipts are exercised, Yamana will own 55,355,833 common shares of the Company, representing approximately 13.3% of the issued and outstanding common shares of the Company.
As a result of this offering and assuming all Subscription Receipts are exercised, Aberdeen International Inc. will own 46,333,001 common shares of the Company, representing approximately 11.2% of the issued and outstanding common shares of the Company.
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 an option to acquire 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 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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