NewsGLENCAIRN 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.
Glencairn Gold Corporation (the “Company”) 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 worreserve 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.