FORM 6-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Report of Foreign Issuer


Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of November 2006

Commission File Number 001-32412


GLENCAIRN GOLD CORPORATION
(Translation of registrant’s name into English)

500 – 6 Adelaide St. East
Toronto, Ontario, Canada   M5C 1H6
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F

  Form 20-F          Form 40-F   X  

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):                

  Note:  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):                

  Note: Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.

  Yes        No    X  

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b) 82 —          






SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  GLENCAIRN GOLD CORPORATION


Date:   November 20, 2006 By:   “Lorna MacGillivray”                                   
         Lorna MacGillivray
         Corporate Secretary and General Counsel


INDEX TO EXHIBITS


1

Glencairn Gold Corporation’s Interim Report dated September 30, 2006


2

Glencairn Gold Corporation’s Management's Discussion and Analysis for the Three and Nine Months Ended September 30, 2006


3

Certification of Chief Executive Officer


4

Certification of Chief Financial Officer



EXHIBIT 1



 

 


 

 

Interim Report

Q3

 

 

September 30, 2006

 




 

 

Glencairn Gold Corporation

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2006

 

The following discussion and analysis should be read in conjunction with the Company’s unaudited interim consolidated financial statements and related notes thereto for the three and nine months ended September 30, 2006 and 2005, which have been prepared in United States dollars and in accordance with Canadian generally accepted accounting principles. The reader should also refer to the Annual Information Form, audited consolidated financial statements and Management’s Discussion and Analysis for the years ended December 31, 2005 and 2004. All dollar amounts are US dollars unless otherwise indicated.

 

Overview

 

Glencairn Gold Corporation (“Glencairn” or the “Company”) is a gold producer with three operating mines in Central America. The Limon Mine in Nicaragua has been in continuous production since 1941. The Bellavista Mine entered into commercial production in December 2005, more than doubling the Company’s gold output. In addition, this quarter saw the acquisition of our newest mine, Libertad, which complements our existing mine in Nicaragua and a 60% interest in Cerro Quema, an advanced gold exploration project in Panama. During the quarter the Company also acquired the Mestiza exploration property in Nicaragua. The Company is focusing on optimizing its current operating mines in terms of efficiencies, operating costs and production; turning the development projects into operating mines quickly and becoming a mid-tier gold producer. This objective will be accomplished by concentrating on its current operations and development projects. The Company will also diligently consider acquisitions of operating mines and advanced development projects.

 

Summary of 3rd Quarter Acquisitions

 

Libertad / Cerro Quema Acquisition and Financing

 

On July 6, 2006, the Company acquired a 100% interest in the Libertad gold mine in Nicaragua and a 60% interest in Cerro Quema advanced gold project in Panama. Total consideration for the Libertad and Cerro Quema acquisitions was 32 million Glencairn common shares valued at $20,777,000 (Cdn$22,976,000).

 

Glencairn has and will continue to make significant investments at the Libertad Mine to improve operations and reduce operating costs. A major pre-stripping program to allow steady-state production rates and optimum stripping ratios has already been implemented. A program of metallurgical test work is under way to determine the effect on recoveries of upgrading the crushing circuit and/or adding a grinding circuit, and using permanent heap leach pads. These actions are expected to result in improved production performance in the future. Glencairn is also preparing a technical report in accordance with National Instrument 43-101 to provide an updated estimate of mineral resources for the property that will be filed shortly.

 

In conjunction with the acquisition, on July 6, 2006, the Company also made a private placement of 30 million subscription receipts at a price of Cdn$0.60 per subscription receipt for gross proceeds of $16.2 million (Cdn$18 million). Each subscription receipt entitled the holder to acquire one common share and one-half common share purchase warrant, without payment of additional consideration. These subscription receipts were converted to shares on closing of the acquisition. Each whole common share purchase warrant entitles the holder to purchase one common share at a price of Cdn$0.80 until the earlier of:

 


2






(i)

July 6, 2008; or

(ii)

At the option of Glencairn, a date that is 30 days following provision of notice to warrant holders from the Company that the closing price of its common shares on the Toronto Stock Exchange has been at least Cdn$1.20 for 30 consecutive trading days.

 

Yamana Gold Inc., the seller of Libertad and Cerro Quema, also participated in the private placement. At completion of the acquisition, Yamana beneficially owned 42,022,500 common shares of Glencairn, representing 17.9% of the issued and outstanding shares of Glencairn, and warrants to acquire an additional 2,100,000 common shares. Yamana has the right to participate in future Glencairn equity financings to maintain its pro rata interest in Glencairn and has the right to appoint a representative to the Glencairn Board of Directors so long as it maintains a greater than 10% interest in the Company.

 

Mestiza Acquisition

 

On September 6, 2006, Glencairn acquired an option to purchase 100% of the Mestiza property in Nicaragua. The property represents a key block of ground covering approximately half the strike length of a 2.4 kilometre-long, gold-bearing structure known as the Tatiana Vein. The remainder of the Tatiana Vein is on the La India property already held by Glencairn. Along half its strike length, including the Mestiza portion, the Tatiana Vein hosts an inferred resource of 689,700 tonnes grading 10.3 grams per tonne gold containing 228,000 ounces of gold. The deposit is open in both directions and at depth. Michael Gareau, Glencairn Vice President, Exploration, and a Qualified Person within the meaning of National Instrument 43-101 has reviewed and approved these statements.

 

The agreement with the Mestiza property owners requires Glencairn to pay them approximately $2.1 million in instalments. Upon payment of the final instalment on March 6, 2009, the Company will have full rights to exploit the property. If the Company chooses not to pay any of the remaining instalments, the property will revert back to the original owners.

 

The Company will begin a drilling program in 2007 to upgrade the resource to reserves. This will be followed by an internal feasibility study on the viability of mining and truck haulage to the Limon mill. The Santa Pancha and Talavera zones at the Limon Mine property will continue as the prime source of mill feed. The mill at the Limon mine has sufficient capacity to process the additional ore that is expected to be produced from the Mestiza property.

 


3






Selected Quarterly Information

                

Three months ended
September 30
Nine months ended
September 30
2006 2005 2006 2005
 

Gold sales (ounces)   22,787   9,598   63,670   31,490  
Pre-production gold ounces sold*  339 4,100 339 4,225
Average spot gold price ($/ounce)  622   439   601   431  
Average realized gold price ($/ounce)  618   441   597   432  
Cash operating costs ($/ounce)  528   409   405   347  
Total cash costs ($/ounce)  555   437   428   373  
Gold produced (ounces)  23,106   9,814   62,615   30,867  

(in thousands, except per share amounts)
 
Sales  14,075   4,237   38,027   13,617  
Cost of sales  12,026   3,926   25,757   10,912  
Net earnings (loss)  (3,182 ) (987 ) 639   (2,614 )
Earnings (loss) per share - basic and diluted  (0.01 ) (0.01 ) 0.00   (0.02 )

*These gold ounces were produced in the pre-commercial production period and are not included in sales as shown in the Statements of Operations.

 

Results of Operations

 

Limon Mine

 

Three Months

  Three months ended September 30
2006 2005 Change %
Change
 
Gold sold (ounces)*   8,568   9,598   (1,030 ) (11 %)
Average realized gold price ($/ounce)  624   441   183   41 %
Cash operating costs ($/ounce)  447   409   38   9 %
Total cash costs ($/ounce)  488   437   51   12 %
Tonnes milled  79,419   82,435   (3,016 ) (4 %)
Ore grade (g/tonne)  4.3   4.4   (0.1 ) (2 %)
Recovery (%)  81.8   84.6   (2.8 ) (3 %)
Gold produced (ounces)  8,968   9,814   (846 ) (9 %)

($ in thousands)
 
Sales  $  5,346   $   4,237   $ 1,109   26 %
 
Cost of sales  3,830   3,926   (96 ) (2 %)
Royalties and production taxes  350   273   77   28 %
Depreciation and depletion  339   293   46   16 %
Accretion  16   30   (14 ) (47 %)
 
   4,535   4,522   13   0 %
 
Earnings (loss) from mining operations  $     811   $    (285 ) $ 1,096   385 %
 

*Not including 339 ounces sold from the pre-production stage of the Santa Pancha underground mine.

 


4






Sales from the Limon mine increased $1,109,000 or 26% in the third quarter of 2006 compared to 2005, although the actual quantity of gold sold decreased by 1,030 ounces or 11% from the same period in the prior year. The increase in sales was attributable to the 41% increase in average realized gold price. Lower production resulted from the lower ore grades and lower recoveries encountered in 2006 compared to 2005. The Company sold 339 ounces of gold from the Santa Pancha deposit in addition to the sales ounces reported in the table above. The revenue was applied against capitalized development costs as this deposit is still considered in the pre-production stage. Full production from this mine site is not expected until 2007.

 

Cost of sales decreased by $96,000 or 2% in the third quarter of 2006 compared to 2005. Production volume was 11% lower in 2006 but was offset by higher operating costs. Electricity rates in particular increased significantly mid-quarter due to changes in government regulations.

 

Royalties and production taxes increased $77,000 or 28% due to the increase in the average realized gold price by $183 per ounce or 41%. Depreciation and depletion increased by $46,000 or 16% due to the increase in depletion rate per unit caused by the decline in reserves in 2006 and higher capital expenditures.

 

Nine Months

 

 

Nine months ended September 30

 

 

 

2006

 

 

2005

 

 

Change

%

Change

 

 

 

 

 

 

 

 

Gold sold (ounces)*

 

25,851

 

31,490

 

(5,639)

(18%)

Average realized gold price ($/ounce)

 

602

 

432

 

170

39%

Cash operating costs ($/ounce)

 

426

 

347

 

79

23%

Total cash costs ($/ounce)

 

463

 

373

 

90

24%

Tonnes milled

 

227,756

 

245,310

 

(17,554)

(7%)

Ore grade (g/tonne)

 

4.3

 

4.7

 

(0.4)

(9%)

Recovery (%)

 

83.4

 

83.3

 

0.1

0%

Gold produced (ounces)

 

26,100

 

30,867

 

(4,767)

(15%)

 

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

 

Sales

$

15,551

$

13,617

$

1,934

14%

 

 

 

 

 

 

 

 

Cost of sales

 

11,002

 

10,912

 

90

1%

Royalties and production taxes

 

965

 

821

 

144

18%

Depreciation and depletion

 

961

 

962

 

(1)

0%

Accretion

 

48

 

89

 

(41)

(46%)

 

 

12,976

 

12,784

 

192

2%

 

 

 

 

 

 

 

 

Earnings from mining operations

$

2,575

$

833

$

1,742

209%

 

*This balance excludes 339 ounces sold from the pre-production stage of the Santa Pancha underground mine.

 

Ounces of gold sold from the Limon mine for the first three quarters of 2006 decreased 5,639 ounces or 18% over the same period in the prior year. The first quarter of 2006 saw intermittent illegal road blockades which disrupted production at the mine. The mine was able to resume normal operations by the second quarter of 2006. Ore grades mined in 2006 were also 9% lower as mining approaches the end of the Talavera deposit. Gold sales increased by $1,934,000 or 14% despite the lower volume. This was due to the higher average realized gold price of $602 per ounce, compared to $432 per ounce in the previous fiscal year.


5






Cost of sales increased $90,000 or 1%. Higher production costs were encountered with respect to haulage costs, electricity, and fuel. Cash operating costs per ounce increased significantly due to the lower volume of gold sold and the relatively fixed cost base.

 

Royalties and production taxes increased by $144,000, or 18% as a result of the higher realized prices.

 

Bellavista Mine

 

Three Months

 

 

Three months ended September 30

 

 

 

 

2006

 

 

2005

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

Gold sold (ounces)

 

8,400

 

*-

 

8,400

 

 

Average realized gold price ($/ounce)

 

613

 

-

 

613

 

 

Cash operating costs ($/ounce)

 

363

 

-

 

363

 

 

Total cash costs ($/ounce)

 

376

 

-

 

376

 

 

Tonnes mined

 

404,630

 

-

 

404,630

 

 

Ore grade (g/tonne)

 

1.41

 

-

 

1.41

 

 

Gold produced (ounces)

 

8,102

 

-

 

8,102

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

 

 

Sales

$

5,149

$

-

$

5,149

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

3,052

 

-

 

3,052

 

 

Royalties and production taxes

 

104

 

-

 

104

 

 

Depreciation and depletion

 

1,091

 

-

 

1,091

 

 

Accretion

 

10

 

6

 

4

 

 

 

 

4,257

 

6

 

4,251

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from mining operations

$

892

$

(6)

$

898

 

 

 

*This balance excludes 4,100 ounces sold from the pre-production stage of the mine.

 

Commercial production at the Bellavista Mine commenced in December 2005. Accordingly, no comparative information exists for the three month period ended September 30, 2005.

 

The Bellavista Mine sold 8,400 ounces of gold during the third quarter. A grinding mill to maximize ore recoveries is currently near completion but is behind its original schedule. The construction delay has delayed processing of higher grade ore that was planned for the third quarter. Processing of this higher grade ore, some of which has already been mined and stockpiled, will begin in the fourth quarter when the mill becomes operational. The finer size product from grinding of the high grade ore is expected to improve recoveries and ounces produced.

 

During this quarter, Glencairn reviewed and revised estimates of the recoverable ounces from the heap leach pads. The estimated recoverable gold ounces on the heap leach pads have been reduced by 4,642 ounces, as at September 30, 2006 and have been accounted for on a prospective basis. Recoveries are expected to improve once the grinding mill is operational in the fourth quarter.


6






Nine Months

 

 

Nine months ended September 30

 

 

 

 

2006

 

 

2005

 

 

Change

 

 

 

 

 

 

 

Gold sold (ounces)

 

32,000

 

*-

 

32,000

Average realized gold price ($/ounce)

 

590

 

-

 

590

Cash operating costs ($/ounce)

 

300

 

-

 

300

Total cash costs ($/ounce)

 

312

 

-

 

312

Tonnes mined

 

1,152,355

 

-

 

1,152,355

Ore grade (g/tonne)

 

1.57

 

-

 

1.57

Gold produced (ounces)

 

30,479

 

-

 

30,479

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

Sales

$

18,896

$

-

$

18,896

 

 

 

 

 

 

 

Cost of sales

 

9,611

 

-

 

9,611

Royalties and production taxes

 

377

 

-

 

377

Depreciation and depletion

 

3,879

 

-

 

3,879

Accretion

 

29

 

15

 

14

 

 

13,896

 

15

 

13,881

 

 

 

 

 

 

 

Earnings (loss) from mining operations

$

5,000

$

(15)

$

5,015

 

*This balance excludes 4,225 ounces sold from the pre-production stage of the mine.

 

Commercial production at the Bellavista Mine commenced in December 2005; accordingly, no comparative information exists for the nine month period ended September 30, 2005.

 

Gold ounces produced and sold during the first three quarters of 2006 were lower than expectations. In the first two quarters of the fiscal year, Bellavista experienced a mechanical problem in the secondary crusher. There were also higher than expected costs for fuel and supplies. These cost overruns were exacerbated by the relatively fixed nature of the expenditures spread over a lower number of ounces.

 

Management had expected that the grinding mill would be completed and be fully operational in the third quarter. The mill is now expected to be fully operational by the end of 2006. The mill was expected to result in ore being more finely ground thereby increasing recoveries. As the mill was not complete in the third quarter, the decision was made to defer the processing of high grade ore until such time as the mill is fully operational.


7






Libertad Mine

 

 

Three months ended
September 30     
2006        

 

 

 

Gold sold (ounces)

 

5,819

Average realized gold price ($/ounce)

 

615

Cash operating costs ($/ounce)

 

884

Total cash costs ($/ounce)

 

914

Tonnes mined

 

278,119

Ore grade (g/tonne)

 

1.58

Gold produced (ounces)

 

6,036

 

 

 

($ in thousands)

 

 

Sales

$

3,580

 

 

 

Cost of sales

 

5,144

Royalties and production taxes

 

176

Depreciation and depletion

 

810

Accretion

 

17

 

 

6,147

 

 

 

Loss from mining operations

$

(2,567)

 

Glencairn acquired the Libertad mine in the third quarter of 2006. The Libertad mine previously suffered significant under-capitalization which resulted in insufficient stripping of the pit walls. Glencairn made necessary investments to maintain production levels by accelerating stripping. The stripping costs and expenditures have been included in operating costs and not capitalized. Stripping costs represents approximately $301 per ounce of the total cash costs of $914 per ounce. These amounts are expected to decline next quarter as a more normal stripping ratio will occur.

 

Other Income and Expenses

 

Three months ended September 30, 2006

 

General and administrative expenses increased by $294,000 or 36% over the same period in the previous year. An increase of $107,000 can be largely attributed to additional head-office staff which resulted in increased salary expense. An additional $134,000 increase was incurred for audit, recruitment and travel.

 

As part of Glencairn’s compensation program, stock options are granted to employees and directors from time to time. During the third quarter, a total of 5,525,000 stock options were granted resulting in an expense of $803,000 using the Black-Scholes option pricing model.

 

Exploration expense was $137,000 in the third quarter of 2006, or 41% less than the previous year. In 2005, exploration activity was focused heavily on the Limon site in Nicaragua. Since the fourth quarter of 2005, exploration activity has been minimal. In 2006, the third quarter saw the close of Libertad, Cerro Quema, and Mestiza acquisitions. During the quarter, minor expenditures were made at these new sites,


8






however, management is fully assessing these properties before developing a comprehensive exploration program.

 

Other expense totalled $243,000 representing a decrease over prior year’s income of $405,000. The current year balance consists largely of interest and fees on the long-term debt. In 2005, interest and gains on the sales of marketable securities and property, plant, and equipment at the Keystone Mine totalled $1,076,000. This income was offset by a foreign exchange loss of $132,000, interest and finance fees of $262,000 and a write down of accounts and note receivable of $277,000.

 

Nine months ended September 30, 2006

 

General and administrative expenses increased $562,000 or 21% mainly as a result of additional staffing and a general increase in salaries from the prior year.

 

Stock option expense increased by $680,000 or 202% due to the granting of options during the second and third quarters of the year.

 

Exploration expense decreased by $893,000 or 79%. Due to the labour disruption at the Limon operations in late 2005, all Nicaraguan exploration activities were suspended. The first quarter of 2006 saw only land holding costs incurred. During the third quarter exploration activities increased slightly but not at the levels experienced in 2005. Third quarter exploration activities and holding costs have been focused on the newly acquired Libertad and Cerro Quema properties.

 

Other income decreased by $645,000 or 78%. Gains in 2005 were significant due to one-time gains realized from the sale of marketable securities, the Vogel Property and mill, and certain mineral properties at the Keystone Mine. In 2006, the Company recognized a gain from the sale of equipment in the amount of $814,000. As well, there were cost recoveries from providing management services to Blue Pearl Mining Ltd., in the amount of $163,000. These amounts were partially negated by interest and finance fees relating to a long-term debt.

 

Cash Flows

 

Three months ended September 30, 2006

 

Operating activities used $2,978,000 in 2006, compared to $3,052,000 in 2005. Cash usage in the period was heavily skewed towards activities at the Libertad Mine. These expenditures were necessary for the mine to achieve optimal operational efficiencies in the future. As a result, cash was spent on contractors, mainly for stripping activities.

 

Financing activities generated $14,431,000 of cash in 2006, compared to $1,994,000 in 2005. In 2006, the inflows resulted from the private placement of 30 million subscription receipts for gross proceeds of $16,191,000 less transaction fees.

 

Investing activities utilized cash of $2,209,000. Of this balance, $283,000 was attributable to payments for the Mestiza property. The remaining balance consists mainly of capitalized expenditures for Bellavista’s grinding mill.


9






Nine months ended September 30, 2006

 

Operating activities generated cash of $1,107,000 in 2006, compared to a cash outflow of 2,389,000 in 2005. The commencement of the Bellavista Mine in Costa Rica contributed to the Company’s positive operating cash flows. Gold sales increased 32,180 ounces or 102% from the same period in the previous fiscal year. Cash flows were further enhanced by the increase of average realized gold price, by $165 or 38% over the same period in the previous fiscal period. These positive impacts were reduced by the operating cash outflows related to expenditures at La Libertad during the third quarter. Heavy stripping activity was required in order to access future ore bodies. Other major expenditures during the quarter included cement, general maintenance, and power.

 

Financing activities in 2006 generated cash of $13,658,000. This consisted of gross proceeds of $16,191,000 less various transaction fees from the issuance of 30 million subscription receipts from a private placement. Loan repayments of $2,500,000 were made during the first three quarters.

 

Investing activities used $5,911,000 in 2006, compared to $15,450,000 in the same period in the previous fiscal year. In 2006, purchases and deferred costs relating to property, plant, and equipment were made in amounts totalling $1,390,000 and $5,411,000 for the Limon Mine and Bellavista Mine, respectively. Bellavista Mine costs are mostly grinding mill construction costs. The Mestiza acquisition resulted in cash payments of $283,000. There were also expenditures of $125,000 at Libertad. In 2005, investing activities consisted of the purchase of property, plant, and equipment of $18,235,000 (Bellavista Mine - $15,687,000, Limon Mine - $2,527,000 and Corporate - $21,000) and the increase in restricted cash of $100,000 was offset by the proceeds from the sale of assets of $2,885,000.

 

Liquidity and Capital Resources

 

The Company had cash of $15,653,000 and working capital of $19,207,000 at September 30, 2006. Management believes that these amounts along with expected cash flows from operating activities are adequate to meet the Company’s requirements for the remainder of the year.

 

The Company is in the process of evaluating the economics of the Cerro Quema Project to reflect current costs and gold prices.

 

With the acquisition of the Mestiza interest this brings the potential for treating its resources at the nearby Limon mill thereby increasing output and improving the economics of the Limon operation.

 

The Company estimates that gold sales in the fourth quarter of 2006 will be approximately 25,000 ounces at cash operating costs and total cash costs of $485 and $515 respectively. Improvements to both volumes and costs are expected next year with the start of the new Bellavista mill, ore production from the Santa Pancha deposit at the Limon Mine, and improvements at the Libertad Mine.

 

Recently Released Accounting Standards

 

In January 2005, the CICA issued Handbook Sections 3855 (“Financial Instruments – Recognition and Measurement”), 1530 (“Comprehensive Income”) and 3865 (“Hedges”). The new standards apply to fiscal years commencing on or after October 1, 2006. Management is currently assessing the impact these standards will have on the Company’s financial reporting.


10






Summary of Quarterly Results

(in thousands except per share amounts)

 

 

 

 

 

2006

Q3

 

2006

Q2

 

2006

Q1

 

2005

Q4

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

$

14,075

$

12,441

$

11,511

$

5,766

Net earnings (loss)

 

 

$

(3,182)

$

2,051

$

1,770

$

(1,463)

Earnings (loss) per share –

 

 

 

 

 

 

 

 

 

 

basic and diluted

 

 

$

(0.01)

$

0.01

$

0.01

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

Q3

 

2005

Q2

 

2005

Q1

 

2004

Q4

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

$

4,237

$

4,143

$

5,237

$

5,295

Net loss

 

 

$

(987)

$

(1,401)

$

(226)

$

(323)

Loss per share –

basic and diluted

 

 

 

$

 

(0.01)

 

$

 

(0.01)

 

$

 

(0.00)

 

$

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Performance Measures

 

The Company has included the non-GAAP performance measures detailed below in this document. These non-GAAP performance measures do not have any standardized meaning prescribed by GAAP and, therefore, may not be comparable to similar measures presented by other companies. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. The definitions for these performance measures and reconciliation of the non-GAAP measures to reported GAAP measures are as follows:

 

Three Months

 

Cash Operating Cost per ounce:

  Three months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 3,830   $ 3,052   $ 5,144   $ 12,026   $ 3,926           $ 3,926  
Gold sales (ounces)    8,568    8,400    5,819    22,787    9,598            9,598  
Cash operating cost per  
   ounce   $ 447   $ 363   $ 884   $ 528   $ 409           $ 409  

11






Total Cash Costs per ounce:

  Three months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 3,830   $ 3,052   $ 5,144   $ 12,026   $ 3,926           $ 3,926  
   Royalties and  
    production taxes    350    104    176    630    273            273  
 

Cost base for  
   calculation   $ 4,180   $ 3,156   $ 5,320   $ 12,656   $ 4,199           $ 4,199  
 

Gold sales (ounces)    8,568    8,400    5,819    22,787    9,598            9,598  
Total cash cost per  
   ounce   $ 488   $ 376   $ 914   $ 555   $ 437           $ 437  

Nine Months

 

Cash Operating Cost per ounce:

  Nine months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 11,002   $ 9,611   $ 5,144   $ 25,757   $ 10,912           $ 10,912  
Gold sales (ounces)    25,851    32,000   $ 5,819    63,670   $ 31,490           $ 31,490  
Cash operating cost per  
   ounce   $ 426   $ 300   $ 884   $ 405   $ 347           $ 347  

Total Cash Costs per ounce:

  Nine months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 11,002   $ 9,611   $ 5,144   $ 25,757   $ 10,912           $ 10,912  
   Royalties and  
     production taxes    965    377    176    1,518    821           $ 821  
 

Cost base for  
   calculation   $ 11,967   $ 9,988   $ 5,320   $ 27,275   $ 11,733           $ 11,733  
 

Gold sales (ounces)    25,851    32,000    5,819    63,670    31,490           $ 31,490  
Total cash cost per  
   ounce   $ 463   $ 312   $ 914   $ 428   $ 373           $ 373  


12






Outstanding Share Data

 

The following common shares and convertible securities were outstanding at November 13, 2006:

 

 

 

Security

 

Expiry

Date

 

Exercise Price (Cdn$)

 

Securities

Outstanding

Common Shares on Exercise

 

 

 

 

 

Common shares

 

 

 

235,840,365

Warrants

Nov. 26/08

1.25

33,857,220

33,857,220

Warrants

Dec. 22/06

0.55

7,233,500

7,233,500

Warrants

Jul. 06/08

0.80

15,000,000

15,000,000

Agents’ warrants 1

Dec. 22/07

0.38

790,000

790,000

Warrants on above

Dec. 22/06

0.55

 

395,000

Agents’ warrants 1

Jul. 06/07

0.60

1,800,000

1,800,000

Warrants on above

Jul. 06/08

0.80

 

900,000

Options

Jul 24/06 to Jul 13/13

0.23 to 0.95

16,892,332

16,892,332

 

 

 

 

 

 

 

 

 

312,708,417

 

Note 1: The agents’ warrants are convertible into one common share and one half-share purchase warrant. Each full warrant is exercisable into a common share at the price indicated in the table.

 

FORWARD-LOOKING STATEMENTS: This Management’s Discussion contains certain "forward-looking statements" within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and applicable Canadian securities legislation. Except for statements of historical fact relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

 

Additional information on the Company, including its annual information form is available on SEDAR at www.sedar.com.

 

November 13, 2006

 

 

13






Glencairn Gold Corporation

Consolidated Statements of Operations

(unaudited)

(US Dollars and shares in thousands, except per share amounts)

 

Three months ended
September 30
Nine months ended
September 30
Note 2006 2005 2006 2005
 
Sales         $ 14,075   $ 4,237   $ 38,027   $ 13,617  
   



Cost of sales       12,026    3,926    25,757    10,912  
Royalties and production taxes       630    273    1,518    821  
Depreciation and depletion       2,251    305    5,684    994  
Accretion expense   9    49    61    113    182  
   



                                                            14,956    4,565    33,072    12,909  
   



Earnings (loss) from mining operations       (881 )  (328 )  4,955    708  
   



Expenses and other income  
   General and administrative       1,118    824    3,249    2,687  
   Stock options   10,11    803    8    1,017    337  
   Exploration       137    232    237    1,130  
   Other (income) expense   3    243    (405 )  (187 )  (832 )
   



                                                            2,301    659    4,316    3,322  
 
Net earnings (loss)      $ (3,182 ) $ (987 ) $ 639   $ (2,614 )
   



Earnings (loss) per share - basic and diluted      $ (0.01 ) $ (0.01 ) $ 0.00   $ (0.02 )
   



Weighted average number of shares outstanding       231,982    155,407    192,151    155,086  
   




 

 

Glencairn Gold Corporation

Consolidated Statements of Deficit

(unaudited)

(US Dollars in thousands)

 

 

 

 

 

Three months ended

September 30

 

Nine months ended

September 30

 

 

 

2006

 

2005

 

2006

 

2005

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

$

(10,328)

$

(11,699)

$

(14,149)

$

(10,072)

Net earnings (loss)

 

 

(3,182)

 

(987)

 

639

 

(2,614)

Balance, end of period

 

$

(13,510)

$

(12,686)

$

(13,510)

$

(12,686)

 


The accompanying notes form an integral part of these unaudited interim consolidated financial statements.


14






Glencairn Gold Corporation
Consolidated Balance Sheets
(unaudited)
(US Dollars in thousands)

 

 

 

 

 

September 30

 

 

December 31

 

 

 

2006

 

2005

 

Note

 

 

 

 

Assets

 

 

 

 

 

Current

 

 

 

 

 

Cash and cash equivalents

 

$

15,653

$

6,799

Marketable securities

 

 

110

 

210

Accounts receivable and prepaids

 

 

2,952

 

1,487

Note receivable

 

 

-

 

123

Product inventory

4

 

7,119

 

3,799

Supplies inventory

 

 

6,722

 

5,369

 

 

 

32,556

 

17,787

Property, plant and equipment

7

 

77,057

 

51,669

Deferred financing costs

5

 

266

 

533

Restricted cash

6

 

595

 

250

Long term receivables

 

 

560

 

-

 

 

$

111,034

$

70,239

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Current

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

9,682

$

7,933

Current portion of long-term debt

8

 

3,500

 

3,500

Current portion of asset retirement obligations

9

 

167

 

210

 

 

 

13,349

 

11,643

Long-term debt

8

 

-

 

2,500

Asset retirement obligations

9

 

2,312

 

1,672

Non-controlling interest

2

 

2,596

 

--

 

 

 

18,257

 

15,815

 

 

 

 

 

 

Shareholders’ Equity

 

 

 

 

 

Warrants

10

 

8,262

 

5,972

Agent’s options

10

 

673

 

163

Contributed surplus

10

 

6,310

 

5,306

Common shares

10

 

91,042

 

57,132

Deficit

 

 

(13,510)

 

(14,149)

 

 

 

92,777

 

54,424

 

 

$

111,034

$

70,239

 

 

 

 

 

 

 

 

The accompanying notes form an integral part of these unaudited interim consolidated financial statements.


15






Glencairn Gold Corporation
Consolidated Statements of Cash Flows
(unaudited)
(US Dollars in thousands)

 

Three months ended
September 30
Nine months ended
September 30
Note 2006 2005 2006 2005
 
Operating activities                          
Net earnings (loss)      $ (3,182 ) $ (987 ) $ 639   $ (2,614 )
Asset retirement obligations settled   9    (120 )  (141 )  (263 )  (346 )
Items not affecting cash:  
   Depreciation and depletion       2,493    305    5,926    994  
   Accretion expense   9    49    61    113    182  
   Stock options and warrants   11    803    8    1,017    337  
   Gain on sale of marketable securities           (243 )  (40 )  (257 )
   Gain on sale of property, plant and  
    equipment           (798 )  (814 )  (2,123 )
   Amortization of deferred financing costs   5    89    87    267    146  
   Write down of accounts and note receivable           277    60    277  
   Unrealized foreign exchange (gain) loss       10    (33 )  3    (26 )
Change in non-cash working capital   12    (3,120 )  (1,588 )  (5,801 )  1,041  
   



  Cash generated from (used in) operating  
  activities       (2,978 )  (3,052 )  1,107    (2,389 )
   



Financing activities    
Deferred financing costs           (6 )      (480 )
Long-term debt (repayment) proceeds   8    (1,000 )  2,000    (2,500 )  6,000  
Common shares issued   10    15,431        16,158    379  
   



  Cash generated from financing  
  activities       14,431    1,994    13,658    5,899  
   



Investing activities    
Excess of cash received on acquisition of  
Libertad / Cerro Quema over transaction costs   2    246        246      
Proceeds from sale of marketable securities           308    141    323  
Increase in restricted cash                   (100 )
Decrease in long term receivables       30        30      
Purchase of property, plant and equipment       (2,485 )  (1,406 )  (7,223 )  (18,235 )
Net proceeds from sale of property, plant and  
   equipment               895    2,562  
   



  Cash used in investing activities       (2,209 )  (1,098 )  (5,911 )  (15,450 )
   



Increase (decrease) in cash and cash equivalents       9,244    (2,156 )  8,854    (11,940 )
Cash and cash equivalents, beginning of  
period       6,409    3,944    6,799    13,728  
   



Cash and cash equivalents, end of period      $ 15,653   $ 1,788   $ 15,653   $ 1,788  
   



Supplemental cash flow information   12    

The accompanying notes form an integral part of these unaudited consolidated financial statements.



16






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

1.

NATURE OF OPERATIONS AND BASIS OF PRESENTATION

 

Glencairn Gold Corporation’s (the “Company” or “Glencairn”) business is gold mining including exploration, development, extraction, processing and reclamation. The Company’s business also includes acquisition of gold properties in operation or in the development stage. The Company owns the Limon Mine in Nicaragua, the Bellavista Mine in Costa Rica, and the recently acquired Libertad Mine in Nicaragua. The Bellavista Mine achieved commercial production in December 2005. During third quarter 2006, the Company acquired the Mestiza exploration property in Nicaragua and, in a separate transaction, a 60% interest in the Cerro Quema exploration project in Panama. The Company is in the process of reclaiming the Keystone Mine, a depleted property in Canada.

 

The unaudited interim consolidated financial statements of the Company, which are expressed in U.S. dollars, have been prepared in accordance with Canadian generally accepted accounting principles for interim financial information and they follow the same accounting policies and methods of application as the audited consolidated financial statements for the year ended December 31, 2005. These unaudited interim consolidated financial statements do not include all the information and note disclosures required by generally accepted accounting principles for annual financial statements and therefore should be read in conjunction with the most recent annual consolidated financial statements and notes thereto. In the opinion of management, all adjustments considered necessary for fair and consistent presentation of interim financial statements have been included.

 

2.

ACQUISITION OF CENTRAL AMERICAN MINE HOLDINGS AND RNC (PANAMA) LIMITED

 

On July 6, 2006 the Company acquired 100% of the common shares of Central American Mine Holdings Limited (“CAMHL”) and 60% of the common shares of RNC (Panama) Limited (“RNC Panama”) from Yamana Gold Inc. CAMHL indirectly owns 100% of the Libertad operating mine; RNC Panama indirectly owns 60% of the development property Cerro Quema. Consideration for the acquisition was 32,000,000 common shares of Glencairn valued at $20,777,000.

 

In accordance with the purchase method of accounting, the purchase price will be allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values at the date of acquisition. The Company intends to determine the final estimated fair values based on independent appraisals, discounted cash flows, quoted market prices and management estimates.

 

 

 

 

 

 

Central American Mine Holdings

 

 

RNC Panama

 

 

Total

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of common shares issued

 

26,000

 

6,000

 

32,000

 

 

 

 

 

 

 

 

 

Value of shares issued at $0.72 CAN per share

 

$

 

16,792

 

$

 

3,875

 

$

 

20,667

 

Transaction costs

 

92

 

18

 

110

 

 

$

16,884

$

3,893

$

20,777


17






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

The preliminary purchase price allocation is as follows:

 

 

 

 

 

 

Central American Mine Holdings

 

 

RNC Panama

 

 

Total

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

$

356

$

-

$

356

 

Other current assets

 

2,872

 

11

 

2,883

 

Property, plant and equipment

 

17,907

 

6,141

 

24,048

 

Other assets

 

594

 

345

 

939

 

Total assets

$

21,729

$

6,497

$

28,226

 

 

 

 

 

 

 

 

 

Current liabilities

 

4,098

 

8

 

4,106

 

Asset retirement obligations

 

747

 

-

 

747

 

Non-controlling interest

 

-

 

2,596

 

2,596

 

 

 

4,845

 

2,604

 

7,449

 

 

 

 

 

 

 

 

 

 

$

16,884

$

3,893

$

20,777

 

The purchase price allocation is preliminary and subject to adjustment over future periods on completion of the valuation process and analysis of resulting tax effects, where applicable.

 

3.

OTHER (INCOME) EXPENSE

 

 

 

 

Three months ended September 30

 

Nine months ended

September 30

 

 

 

2006

 

2005

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

$

(127)

$

(35)

$

(215)

$

(133)

 

Gain on sale of marketable securities

 

-

 

(243)

 

(40)

 

(257)

 

Gain on sale of property, plant and

 

 

 

 

 

 

 

 

 

equipment

 

-

 

(798)

 

(814)

 

(2,123)

 

Foreign exchange

 

56

 

132

 

(49)

 

1,034

 

Interest and finance fees

 

270

 

262

 

827

 

370

 

Legal accrual

 

44

 

-

 

44

 

-

 

Write down of accounts receivable

 

-

 

277

 

60

 

277

 

 

$

243

$

(405)

$

(187)

$

(832)

 

 

 

 

 

 

 

 

 

 


18






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

4. PRODUCT INVENTORY

 

 

 

 

September 30

 

December 31

 

 

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Recoverable gold on the heap leach pads

$

5,082

$

2,112

 

In-process inventories

 

976

 

1,234

 

Precious metals inventory

 

1,061

 

453

 

Total

$

7,119

$

3,799

 

 

5. DEFERRED FINANCING COSTS

 

 

 

 

September 30

 

December 31

 

 

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Financing costs

$

768

$

768

 

Accumulated amortization

 

(502)

 

(235)

 

 

 

 

 

 

 

 

$

266

$

533

 

 

6.

RESTRICTED CASH

 

The Company has placed $250,000 (2005 - $250,000) and $345,000 deposits with banks to secure letters of guarantee issued by the banks to Costa Rican and Panamanian government authorities, respectively, to ensure the Company’s future reclamation obligations are completed.


19






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

7.

PROPERTY, PLANT AND EQUIPMENT

 

 

 

 

September 30

 

December 31

 

 

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

Producing properties:

 

 

 

 

 

Limon Mine, Nicaragua (a)

 

 

 

 

 

Cost

$

24,279

$

22,889

 

Accumulated depreciation and depletion

 

(15,910)

 

(14,939)

 

 

 

8,369

 

7,950

 

Bellavista Mine, Costa Rica (b)

 

 

 

 

 

Cost

 

46,698

 

43,846

 

Accumulated depreciation and depletion

 

(4,357)

 

(615)

 

 

 

42,341

 

43,231

 

Deferred stripping (f)

 

2,886

 

410

 

 

 

45,227

 

43,641

 

Libertad Mine, Nicaragua (c)

 

 

 

 

 

Cost

 

18,032

 

-

 

Accumulated depreciation and depletion

 

1,052

 

-

 

 

 

16,980

 

-

 

Development properties:

 

 

 

  

 

Cerro Quema Project, Panama (d)

 

6,140

 

-

 

Mestiza Project, Nicaragua (e)

 

283

 

-

 

 

 

6,423

 

-

 

Corporate property:

 

 

 

 

 

Cost

 

185

 

170

 

Accumulated depreciation

 

(127)

 

(92)

 

 

 

58

 

78

 

 

 

 

 

 

 

 

$

77,057

$

51,669

 

(a)

Limon Mine, Nicaragua

 

Included in cost, is $2,012,000 of development expenditures on the Santa Pancha mine, which will not be depreciated until the commencement of gold production from that area, which is expected to be in the first quarter of 2007.

 

(b)

Bellavista Mine, Costa Rica

 

In February 2006, the Company sold surplus land near the Bellavista Mine for $900,000. The gain on the sale, net of selling expenses, was $855,000 and has been recorded as other income.

 

The Company was responsible for a final purchase payment of Cdn$1,000,000 (US$896,000) to a former owner of the Bellavista Mine. This amount has been paid in 2006 and included in the cost of property, plant and equipment.


20






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

Included in cost, is $1,570,000 of expenditures related to the installation of the mill facility, which will not be depreciated until the mill has been commissioned, which is now expected to be in the fourth quarter of 2006.

 

(c)

Libertad Mine, Nicaragua

 

On July 6, 2006, the Company acquired La Libertad Mine, an active mining property (see Note 2).

 

(d)

Cerro Quema Project, Panama

 

On July 6, 2006, the Company acquired the Cerro Quema Project which is a development property (see Note 2).

 

(e)

Mestiza Project, Nicaragua

 

On September 6, 2006, Glencairn made an initial payment of $230,000 in connection with the acquisition of 100% of the development and exploration rights of the Mestiza property in Nicaragua. The Company has the option to complete the acquisition by making further cash instalments totalling $1,903,000. If management chooses at any time to not make any further instalments, the property rights revert to the vendors.

 

(f) Deferred stripping:

 

 

 

 

Three months ended September 30

 

Nine months ended

September 30

 

 

 

2006

 

2005

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

2,940

$

-

$

410

$

-

 

Costs deferred

 

6

 

-

 

2,619

 

-

 

Amortization

 

(60)

 

-

 

(143)

 

-

 

Balance, end of period

$

2,886

$

-

$

2,886

$

-

 

 

 

 

 

 

 

 

 

 

 

Deferred stripping costs pertain to the Bellavista Mine.


21






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

8.

LONG-TERM DEBT

 

Long-term debt consists of debt held owing to RMB Australia Holdings Limited.

 

 

 

 

 

September 30

 

December 31

 

 

 

2006

 

2005

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

Total debt

$

3,500

$

6,000

 

Current portion

 

(3,500)

 

(3,500)

 

Long-term debt

$

-

$

2,500

 

Repayments are scheduled as follows:

 

 

Date

 

Amount

 

 

 

 

 

 

 

 

 

December 31, 2006

 

1,000

 

March 31, 2007

 

1,000

 

June 30, 2007

 

1,500

 

 

$

3,500

 

 

9.

ASSET RETIREMENT OBLIGATIONS

 

 

 

 

Three months ended September 30, 2006

 

 

 

Limon Mine

 

Bellavista Mine

 

Libertad

Mine

 

Keystone Mine

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

947

$

575

$

-

$

281

$

1,803

 

Liabilities incurred

 

-

 

-

 

747

 

-

 

747

 

Liabilities settled

 

-

 

-

 

-

 

(120)

 

(120)

 

Accretion expense

 

16

 

10

 

17

 

6

 

49

 

Balance, end of period

 

963

 

585

 

764

 

167

 

2,479

 

Less: current portion

 

-

 

-

 

-

 

(167)

 

(167)

 

 

$

963

$

585

$

764

$

-

$

2,312


22






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

 

 

 

Three months ended September 30, 2005

 

 

 

Limon Mine

 

Bellavista Project

 

Libertad Mine

 

Keystone Mine

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

 

1,756

$

1,568

$

-

$

1,498

$

4,822

 

Liabilities incurred

 

-

 

-

 

-

 

-

 

-

 

Liabilities settled

 

-

 

-

 

-

 

(939)

 

(939)

 

Accretion expense

 

30

 

6

 

-

 

25

 

61

 

Balance, end of period

 

1,786

 

1,574

 

-

 

584

 

3,944

 

Less: current portion

 

-

 

-

 

-

 

(100)

 

(100)

 

 

 

1,786

$

1,574

$

-

$

484

$

3,844

 

 

 

 

 

Nine months ended September 30, 2006

 

 

 

Limon Mine

 

Bellavista Mine

 

Libertad Mine

 

Keystone Mine

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

915

$

556

$

-

$

411

$

1,882

 

Liabilities incurred

 

-

 

-

 

747

 

-

 

747

 

Liabilities settled

 

-

 

-

 

-

 

(263)

 

(263)

 

Accretion expense

 

48

 

29

 

17

 

19

 

113

 

Balance, end of period

 

963

 

585

 

764

 

167

 

2,479

 

Less: current portion

 

-

 

-

 

-

 

(167)

 

(167)

 

 

$

963

$

585

$

764

$

-

$

2,312

 

 

 

 

 

Nine months ended September 30, 2005

 

 

 

Limon Mine

 

Bellavista Project

 

Libertad Mine

 

Keystone Mine

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, beginning of period

$

1,697

$

300

$

-

$

1,650

$

3,647

 

Liabilities incurred

 

-

 

1,259

 

-

 

-

 

1,259

 

Liabilities settled

 

-

 

-

 

-

 

(1,144)

 

(1,144)

 

Accretion expense

 

89

 

15

 

-

 

78

 

182

 

Balance, end of period

 

1,786

 

1,574

 

-

 

584

 

3,944

 

Less: current portion

 

-

 

-

 

-

 

(100)

 

(100)

 

 

$

1,786

$

1,574

$

-

$

484

$

3,844


23






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

10.

CAPITAL STOCK

 

i) Warrants

 

A summary of the transactions in the warrant account in 2006 is as follows:

 

 

 

Number of

Warrants

 

Amount

(in thousands)

 

 

 

 

 

 

 

 

 

At December 31, 2005

 

41,757

$

5,972

Prospectus financing (a)

 

15,000

 

2,293

Exercise of warrants

 

(1,024)

 

(17)

Exercise of agent’s options

 

395

 

14

At September 30, 2006

 

56,128

$

8,262

 

 

(a)

The fair value of the warrants issued on July 6, 2006, was estimated using the Black-Scholes model with the following weighted-average assumptions:

 

 

Expected life in years:

1.2

 

 

Risk free interest rate:

4.42%

 

Expected volatility:

59%

 

 

Dividend yield:

0%

 

 

The following table summarizes further information about the warrants outstanding as at September 30, 2006:

 

Exercise

Price

 

Number

Outstanding at

September 30, 2006

 

Expiry Date

(Cdn$)

 

(in thousands)

 

 

 

 

 

 

 

$0.55

 

7,271

 

December 22, 2006

$0.80

 

15,000

 

July 6, 2008

$1.25

 

33,857

 

November 26, 2008


24






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

ii) Agent’s Options

 

A summary of the transactions in the agent’s options account in 2006 is as follows:

 

 

 

Number of

Agent’s Options

 

Amount

(in thousands)

 

 

 

 

 

 

 

 

 

At December 31, 2005

 

1,580

$

163

Issue of agent’s options (a)

 

1,800

 

592

Exercise of agent’s options for

 

 

 

 

common shares and warrants

 

(790)

 

(82)

At September 30, 2006

 

2,590

$

673

 

 

(a)

On July 6, 2006, as part of a prospectus financing, the Agents were granted an option to acquire 1,800,000 units exercisable at Cdn$0.64 per unit expiring July 6, 2007. Each unit consists of one common share and one-half of a share purchase warrant with each full warrant entitling the holder to acquire a further common share priced at Cdn$0.80 expiring July 6, 2008.

 

The fair value of the option to acquire common shares was estimated on the closing date using the Black-Scholes pricing model with the following weighted-average assumptions:

 

 

Expected life in years:

1.2

 

 

Risk free interest rate:

4.42%

 

Expected volatility:

59%

 

 

Dividend yield:

0%

 

 

 

iii) Contributed surplus

 

A summary of the transactions in the contributed surplus account in 2006 is as follows:

 

 

 

Amount

 

 

(in thousands)

 

 

 

 

 

 

 

 

 

At December 31, 2005

$

5,306

 

 

Settlement of notes receivable (a)

 

99

 

 

Grant of employee stock options

 

1,017

 

 

Exercise of stock options

 

(112)

 

 

At September 30, 2006

$

6,310

 

 

 

 

(a)

On September 6, 2006, the Company settled an outstanding loan from a former director through the repossession of 333,333 common shares of the Company. The note receivable had been previously written down to its net realizable value of $123,000, which was the market value of the pledged common shares. Due to the appreciation of the share price, a credit of $99,000 was recognized in contributed surplus on settlement of the note receivable and cancellation of the common shares.


25






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

iv) Common shares

 

Authorized capital stock of Glencairn is an unlimited number of common shares.

 

A summary of the transactions in the common share account in 2006 is presented below:

 

 

 

Number of

Common Shares

 

Amount

(in thousands)

 

 

 

 

 

 

 

 

 

At December 31, 2005

 

171,207

$

57,132

Shares issued for assets acquired (note 2)

 

32,000

 

20,667

Prospectus financing (a)

 

30,000

 

13,898

Stock options exercised

 

1,115

 

559

Warrants exercised

 

1,024

 

520

Agent’s options exercised

 

790

 

329

Less: shares cancelled

 

(333)

 

(229)

Less: share issue costs

 

-

 

(1,834)

At September 30, 2006

 

235,803

$

91,042

 

 

(a)

On July 6, 2006, the Company closed a prospectus financing of 30,000,000 units at a price of Cdn$0.60 per unit for aggregate gross proceeds of Cdn$18,000,000 (US$16,191,000). Each unit consisted 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 $0.80 until July 6, 2008. The Company allocated Cdn$0.515 to each common share and Cdn$0.085 to each half of one warrant.    

 

A summary of the stock option transactions in 2006 is presented below:

 

 

 

Number of

Options

 

Weighted-

Average

Exercise Price

 

 

(in thousands)

 

(Cdn$)

 

 

 

 

 

At December 31, 2005

 

12,746

$

0.68

Cancelled / expired

 

(1,114)

 

0.92

Exercised

 

(1,115)

 

0.45

Granted

 

6,375

 

0.68

At September 30, 2006

 

16,892

$

0.68


26






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

The following table summarizes information about the stock options outstanding and exercisable as at September 30, 2006:

 

 

 

Exercise

Prices

 

Number
Exercisable at
September 30,
2006

 

Weighted-Average

Remaining

Contractual

Life

 

Weighted-

Average

Exercise Price

(Cdn$)

 

(in thousands)

 

(in years)

 

(Cdn$)

 

 

 

 

 

 

 

$0.23 to $0.50

 

3,278

 

2.3

 

0.42

$0.55 to $0.95

 

10,531

 

3.0

 

0.75

$1.17 to $1.77

 

83

 

0.7

 

1.52

$0.23 to $1.77

 

13,892

 

2.8

 

0.68

 

As at September 30, 2006, there are also 3,000,000 non-vested stock options with an exercise price of $0.68, expiring in 4.8 years.

 

11.

STOCK - BASED COMPENSATION

 

The Company uses the fair value method of accounting and recognized stock option expense of $803,000 for the three months ended September 30, 2006 (2005 - $8,000) and $1,017,000 for the nine month period (2005 - $337,000) for its stock-based compensation plan.

 

The fair value of each option grant was estimated on the date of grant using the Black-Scholes pricing model with the following weighted-average assumptions:

 

Grant on April 21, 2006:

 

 

Expected life in years:

3

 

Risk free interest rate:

4.07%

 

Expected volatility:

58%

 

 

Dividend yield:

0%

 

 

Grant on July 21, 2006:

 

 

Expected life in years:

3

 

Risk free interest rate:

4.25%

 

Expected volatility:

61%

 

 

Dividend yield:

0%

 


27






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

12.

SUPPLEMENTAL CASH FLOW INFORMATION

 

Change in non-cash working capital:

 

Three months ended
September 30
Nine months ended
September 30
2006 2005 2006 2005
(in thousands)                    
 
Accounts receivable and prepaids   $ 692   $ 181   $ (615 ) $ 1,832  
Note receivable    123        123      
Product inventory    (1,421 )  (2,200 )  (2,401 )  (1,957 )
Supplies inventory    (236 )  (71 )  (556 )  294  
Accounts payable and accrued liabilities    (2,278 )  502    (2,352 )  872  
 



    $ (3,120 ) $ (1,588 ) $ (5,801 ) $ 1,041  
 





Non-cash Financing activities:


Three months ended
September 30
Nine months ended
September 30
2006 2005 2006 2005
(in thousands)                    
 
Deferred financing costs settled by issue of  
  Warrants   $   $ $   $ 288  
 



Asset retirement obligations   $   $ $   $ 1,259  
 




Non-cash investing activities:

Three months ended
September 30
Nine months ended
September 30
2006 2005 2006 2005
(in thousands)                    
 
Marketable securities received as  
   proceeds from the sale of property,  
   plant and equipment   $   $   $   $ 262  
 



Asset retirement costs incurred   $   $   $   $ 1,259  
 





28






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)


Operating activities included the following cash payments:

 

13.

RELATED PARTY TRANSACTIONS

 

General and administrative expense at September 30, 2006 includes a recovery of $163,000 (2005- $164,000) from Blue Pearl Mining Ltd. (“Blue Pearl”) for administrative services. Three of the directors of Blue Pearl are also directors of the Company. Accounts receivable at September 30, 2006 includes $nil (December 31, 2005 - $9,000) related to these amounts.

 

14.

SEGMENT INFORMATION

 

The Company is organized into four operating segments: Limon Mine (Nicaragua), Bellavista Mine (Costa Rica), Libertad (Nicaragua) and “Other”. The Other segment includes: Cerro Quema development project, Mestiza development project, Keystone Mine (ceased operations in April 2000), Vogel Property (sold during 2005), and corporate operations. The Company evaluates performance based on net earnings or loss. The Company's segments are summarized in the table below.

 

 

(i)

Segment Statements of Operations (thousands of dollars)

 

 

 

Three months ended September 30, 2006

 

 

Limon Mine

 

Bellavista Mine

 

Libertad Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Sales

$

5,346

$

5,149

$

3,580

$

-

$

14,075

Cost of sales

 

3,830

 

3,052

 

5,144

 

-

 

12,026

Royalties and production taxes

 

350

 

104

 

176

 

-

 

630

Depreciation and depletion

 

339

 

1,091

 

810

 

11

 

2,251

Accretion expense

 

16

 

10

 

17

 

6

 

49

 

 

4,535

 

4,257

 

6,147

 

17

 

14,956

Earnings (loss) from mining operations

 

811

 

892

 

(2,567)

 

(17)

 

(881)

Expenses and other income

 

 

 

 

 

 

 

 

 

 

General and administrative

 

-

 

-

 

-

 

1,118

 

1,118

Stock options and warrants

 

-

 

-

 

-

 

803

 

803

Exploration

 

46

 

-

 

42

 

49

 

137

Other expense (income)

 

(21)

 

27

 

18

 

219

 

243

 

 

25

 

27

 

60

 

2,189

 

2,301

Net (loss) earnings

$

786

$

865

$

(2,627)

$

(2,206)

$

(3,182)


29






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

Three months ended September 30, 2005

Limon Mine Bellavista
Mine
Libertad Mine Other Total
 




Sales     $ 4,237   $   $   $   $ 4,237  
 




Cost of sales    3,926                3,926  
Royalties and production taxes    273                273  
Depreciation and depletion    293            12    305  
Accretion expense    30    6        25    61  
 




     4,522    6        37    4,565  
 




Loss from mining operations    (285 )  (6 )      (37 )  (328 )
 




Expenses and other income  
  General and administrative                824    824  
  Stock options and warrants                8    8  
  Exploration    232                232  
  Other (income) expense    132            (537 )  (405 )
 




     364            295    659  
 




Net loss   $ (649 ) $ (6 ) $   $ (332 ) $ (987 )
 





Nine months ended September 30, 2006

Limon Mine Bellavista
Mine
Libertad Mine Other Total
 




Sales     $ 15,551   $ 18,896   $ 3,580   $   $ 38,027  
 




Cost of sales    11,002    9,611    5,144        25,757  
Royalties and production taxes    965    377    176        1,518  
Depreciation and depletion    961    3,879    810    34    5,684  
Accretion expense    48    29    17    19    113  
 




     12,976    13,896    6,147    53    33,072  
 




Earnings (loss) from mining operations    2,575    5,000    (2,567 )  (53 )  4,955  
 




Expenses and other income  
  General and administrative                3,249    3,249  
  Stock options and warrants                1,017    1,017  
  Exploration    146        42    49    237  
 Other (income) expense    (3 )  (767 )  18    565    (187 )
 




     143    (767 )  60    4,880    4,316  
 




Net earnings (loss)   $ 2,432   $ 5,767   $ (2,627 ) $ (4,933 ) $ 639  
 






30






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

Nine months ended September 30, 2005

Limon Mine Bellavista
Mine
Libertad Mine Other Total
 




Sales     $ 13,617   $   $   $   $ 13,617  
 




Cost of sales    10,912                10,912  
Royalties and production taxes    821                821  
Depreciation and depletion    962            32    994  
Accretion expense    89    15        78    182  
 




     12,784    15        110    12,909  
 




Earnings (loss) from mining operations    833    (15 )      (110 )  708  
 




Expenses and other income  
  General and administrative                2,687    2,687  
  Stock options and warrants                337    337  
  Exploration    1,128            2    1,130  
  Other (income) expense    809            (1,641 )  (832 )
 




     1,937            1,385    3,322  
 




Net loss   $ (1,104 ) $ (15 ) $   $ (1,495 ) $ (2,614 )
 




 

The Company’s gold production is currently refined in Canada. Gold is sold to customers in the United States, but due to the liquidity of the gold market and the large number of potential customers world wide, future sales may not be limited to these customers.

 

 

(ii)

Segment Balance Sheets

 

 

(thousands of dollars)

 

 

 

Three months ended September 30, 2006

 

 

Limon Mine

 

Bellavista Mine

 

Libertad

Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

664

$

1,411

$

125

$

285

$

2,485

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2005

 

 

Limon Mine

 

Bellavista Mine

 

Libertad

Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

657

$

742

$

-

$

7

$

1,406

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine months ended September 30, 2006

 

 

Limon Mine

 

Bellavista Mine

 

Libertad

Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

1,390

$

5,411

$

125

$

297

$

7,223


31






Glencairn Gold Corporation

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2006 and 2005

(unaudited)

(US Dollars – unless otherwise noted)

 

 

 

Nine months ended September 30, 2005

 

 

Limon Mine

 

Bellavista Mine

 

Libertad

Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Capital expenditures

$

2,527

$

16,946

$

-

$

21

$

19,494

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at September 30, 2006

 

 

Limon Mine

 

Bellavista Mine

 

Libertad Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

231

$

372

$

234

$

14,816

$

15,653

Other current assets

 

6,904

 

6,173

 

3,604

 

222

 

16,903

Property, plant and equipment

 

8,369

 

45,227

 

16,980

 

6,481

 

77,057

Other non-current assets

 

-

 

250

 

560

$

611

$

1,421

Total assets

$

15,504

$

52,022

$

21,378

 

22,130

 

111,034

 

 

 

 

As at December 31, 2005

 

 

Limon Mine

 

Bellavista Mine

 

Libertad Mine

 

Other

 

Total

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

460

$

163

$

-

$

6,176

$

6,799

Other current assets

 

7,106

 

3,579

 

-

 

303

 

10,988

Property, plant and equipment

 

7,950

 

43,641

 

-

 

78

 

51,669

Other non-current assets

 

--

 

250

 

-

 

533

 

783

Total assets

$

15,516

$

47,633

$

-

$

7,090

$

70,239

 


32






CORPORATE INFORMATION

 

Head Office

 

500-6 Adelaide Street East

Toronto, ON

M5C 1H6

Tel: 416-860-0919

Fax: 416-367-0182

E-mail: info@glencairngold.com

 

OFFICERS

 

Kerry J. Knoll

Chairman

 

Peter W. Tagliamonte

President and Chief Executive Officer

 

T. Derek Price

Vice-President Finance and Chief Financial Officer

 

Graham A. Speirs

Chief Operating Officer

 

Gaston Araya

Vice-President, Operations

 

Michael G. Gareau

Vice President, Explorations

 

Olav Svela

Vice-President, Investor Relations

 

Lorna D. MacGillivray

Corporate Secretary and General Counsel

 

Arthur Chen

Controller

 

 

Listing

Toronto Stock Exchange (TSX)

 

Stock Symbol:

GGG

Warrant Symbol: GGG. WT

 

American Stock Exchange (AMEX)

Stock Symbol: GLE

 

Transfer Agent

 

Equity Transfer Services Inc.

420-120 Adelaide Street West

Toronto, Ontario

M5H 4G3

Tel: 416-361-0930

 

Fax:

416-361-0470

 

 

 

 

 

 

 

 

 

 

www.glencairngold.com

 

 






EXHIBIT 2






Glencairn Gold Corporation

Management’s Discussion and Analysis

For the three and nine months ended September 30, 2006

 

The following discussion and analysis should be read in conjunction with the Company’s unaudited interim consolidated financial statements and related notes thereto for the three and nine months ended September 30, 2006 and 2005, which have been prepared in United States dollars and in accordance with Canadian generally accepted accounting principles. The reader should also refer to the Annual Information Form, audited consolidated financial statements and Management’s Discussion and Analysis for the years ended December 31, 2005 and 2004. All dollar amounts are US dollars unless otherwise indicated.

 

Overview

 

Glencairn Gold Corporation (“Glencairn” or the “Company”) is a gold producer with three operating mines in Central America. The Limon Mine in Nicaragua has been in continuous production since 1941. The Bellavista Mine entered into commercial production in December 2005, more than doubling the Company’s gold output. In addition, this quarter saw the acquisition of our newest mine, Libertad, which complements our existing mine in Nicaragua and a 60% interest in Cerro Quema, an advanced gold exploration project in Panama. During the quarter the Company also acquired the Mestiza exploration property in Nicaragua. The Company is focusing on optimizing its current operating mines in terms of efficiencies, operating costs and production; turning the development projects into operating mines quickly and becoming a mid-tier gold producer. This objective will be accomplished by concentrating on its current operations and development projects. The Company will also diligently consider acquisitions of operating mines and advanced development projects.

 

Summary of 3rd Quarter Acquisitions

 

Libertad / Cerro Quema Acquisition and Financing

 

On July 6, 2006, the Company acquired a 100% interest in the Libertad gold mine in Nicaragua and a 60% interest in Cerro Quema advanced gold project in Panama. Total consideration for the Libertad and Cerro Quema acquisitions was 32 million Glencairn common shares valued at $20,777,000 (Cdn$22,976,000).

 

Glencairn has and will continue to make significant investments at the Libertad Mine to improve operations and reduce operating costs. A major pre-stripping program to allow steady-state production rates and optimum stripping ratios has already been implemented. A program of metallurgical test work is under way to determine the effect on recoveries of upgrading the crushing circuit and/or adding a grinding circuit, and using permanent heap leach pads. These actions are expected to result in improved production performance in the future. Glencairn is also preparing a technical report in accordance with National Instrument 43-101 to provide an updated estimate of mineral resources for the property that will be filed shortly.

 

In conjunction with the acquisition, on July 6, 2006, the Company also made a private placement of 30 million subscription receipts at a price of Cdn$0.60 per subscription receipt for gross proceeds of $16.2 million (Cdn$18 million). Each subscription receipt entitled the holder to acquire one common share and one-half common share purchase warrant, without payment of additional consideration. These subscription receipts were converted to shares on closing of the acquisition. Each whole common share purchase warrant entitles the holder to purchase one common share at a price of Cdn$0.80 until the earlier of:





(i)

July 6, 2008; or

(ii)

At the option of Glencairn, a date that is 30 days following provision of notice to warrant holders from the Company that the closing price of its common shares on the Toronto Stock Exchange has been at least Cdn$1.20 for 30 consecutive trading days.

 

Yamana Gold Inc., the seller of Libertad and Cerro Quema, also participated in the private placement. At completion of the acquisition, Yamana beneficially owned 42,022,500 common shares of Glencairn, representing 17.9% of the issued and outstanding shares of Glencairn, and warrants to acquire an additional 2,100,000 common shares. Yamana has the right to participate in future Glencairn equity financings to maintain its pro rata interest in Glencairn and has the right to appoint a representative to the Glencairn Board of Directors so long as it maintains a greater than 10% interest in the Company.

 

Mestiza Acquisition

 

On September 6, 2006, Glencairn acquired an option to purchase 100% of the Mestiza property in Nicaragua. The property represents a key block of ground covering approximately half the strike length of a 2.4 kilometre-long, gold-bearing structure known as the Tatiana Vein. The remainder of the Tatiana Vein is on the La India property already held by Glencairn. Along half its strike length, including the Mestiza portion, the Tatiana Vein hosts an inferred resource of 689,700 tonnes grading 10.3 grams per tonne gold containing 228,000 ounces of gold. The deposit is open in both directions and at depth. Michael Gareau, Glencairn Vice President, Exploration, and a Qualified Person within the meaning of National Instrument 43-101 has reviewed and approved these statements.

 

The agreement with the Mestiza property owners requires Glencairn to pay them approximately $2.1 million in instalments. Upon payment of the final instalment on March 6, 2009, the Company will have full rights to exploit the property. If the Company chooses not to pay any of the remaining instalments, the property will revert back to the original owners.

 

The Company will begin a drilling program in 2007 to upgrade the resource to reserves. This will be followed by an internal feasibility study on the viability of mining and truck haulage to the Limon mill. The Santa Pancha and Talavera zones at the Limon Mine property will continue as the prime source of mill feed. The mill at the Limon mine has sufficient capacity to process the additional ore that is expected to be produced from the Mestiza property.


2






Selected Quarterly Information

Three months ended
September 30
Nine months ended
September 30
2006 2005 2006 2005
 

Gold sales (ounces)   22,787   9,598   63,670   31,490  
Pre-production gold ounces sold*  339 4,100 339 4,225
Average spot gold price ($/ounce)  622   439   601   431  
Average realized gold price ($/ounce)  618   441   597   432  
Cash operating costs ($/ounce)  528   409   405   347  
Total cash costs ($/ounce)  555   437   428   373  
Gold produced (ounces)  23,106   9,814   62,615   30,867  

(in thousands, except per share amounts)
 
Sales  14,075   4,237   38,027   13,617  
Cost of sales  12,026   3,926   25,757   10,912  
Net earnings (loss)  (3,182 ) (987 ) 639   (2,614 )
Earnings (loss) per share - basic and diluted  (0.01 ) (0.01 ) 0.00   (0.02 )

*These gold ounces were produced in the pre-commercial production period and are not included in sales as shown in the Statements of Operations.

 

Results of Operations

 

Limon Mine

 

Three Months

  Three months ended September 30
2006 2005 Change %
Change
 
Gold sold (ounces)*   8,568   9,598   (1,030 ) (11 %)
Average realized gold price ($/ounce)  624   441   183   41 %
Cash operating costs ($/ounce)  447   409   38   9 %
Total cash costs ($/ounce)  488   437   51   12 %
Tonnes milled  79,419   82,435   (3,016 ) (4 %)
Ore grade (g/tonne)  4.3   4.4   (0.1 ) (2 %)
Recovery (%)  81.8   84.6   (2.8 ) (3 %)
Gold produced (ounces)  8,968   9,814   (846 ) (9 %)

($ in thousands)
 
Sales  $  5,346   $   4,237   $ 1,109   26 %
 
Cost of sales  3,830   3,926   (96 ) (2 %)
Royalties and production taxes  350   273   77   28 %
Depreciation and depletion  339   293   46   16 %
Accretion  16   30   (14 ) (47 %)
 
   4,535   4,522   13   0 %
 
Earnings (loss) from mining operations  $     811   $    (285 ) $ 1,096   385 %
 

3






Sales from the Limon mine increased $1,109,000 or 26% in the third quarter of 2006 compared to 2005, although the actual quantity of gold sold decreased by 1,030 ounces or 11% from the same period in the prior year. The increase in sales was attributable to the 41% increase in average realized gold price. Lower production resulted from the lower ore grades and lower recoveries encountered in 2006 compared to 2005. The Company sold 339 ounces of gold from the Santa Pancha deposit in addition to the sales ounces reported in the table above. The revenue was applied against capitalized development costs as this deposit is still considered in the pre-production stage. Full production from this mine site is not expected until 2007.

 

Cost of sales decreased by $96,000 or 2% in the third quarter of 2006 compared to 2005. Production volume was 11% lower in 2006 but was offset by higher operating costs. Electricity rates in particular increased significantly mid-quarter due to changes in government regulations.

 

Royalties and production taxes increased $77,000 or 28% due to the increase in the average realized gold price by $183 per ounce or 41%. Depreciation and depletion increased by $46,000 or 16% due to the increase in depletion rate per unit caused by the decline in reserves in 2006 and higher capital expenditures.

 

Nine Months

 

 

Nine months ended September 30

 

 

 

2006

 

 

2005

 

 

Change

%

Change

 

 

 

 

 

 

 

 

Gold sold (ounces)*

 

25,851

 

31,490

 

(5,639)

(18%)

Average realized gold price ($/ounce)

 

602

 

432

 

170

39%

Cash operating costs ($/ounce)

 

426

 

347

 

79

23%

Total cash costs ($/ounce)

 

463

 

373

 

90

24%

Tonnes milled

 

227,756

 

245,310

 

(17,554)

(7%)

Ore grade (g/tonne)

 

4.3

 

4.7

 

(0.4)

(9%)

Recovery (%)

 

83.4

 

83.3

 

0.1

0%

Gold produced (ounces)

 

26,100

 

30,867

 

(4,767)

(15%)

 

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

 

Sales

$

15,551

$

13,617

$

1,934

14%

 

 

 

 

 

 

 

 

Cost of sales

 

11,002

 

10,912

 

90

1%

Royalties and production taxes

 

965

 

821

 

144

18%

Depreciation and depletion

 

961

 

962

 

(1)

0%

Accretion

 

48

 

89

 

(41)

(46%)

 

 

12,976

 

12,784

 

192

2%

 

 

 

 

 

 

 

 

Earnings from mining operations

$

2,575

$

833

$

1,742

209%

 

*This balance excludes 339 ounces sold from the pre-production stage of the Santa Pancha underground mine.

 

Ounces of gold sold from the Limon mine for the first three quarters of 2006 decreased 5,639 ounces or 18% over the same period in the prior year. The first quarter of 2006 saw intermittent illegal road blockades which disrupted production at the mine. The mine was able to resume normal operations by the second quarter of 2006. Ore grades mined in 2006 were also 9% lower as mining approaches the end of the Talavera deposit. Gold sales increased by $1,934,000 or 14% despite the lower volume. This was due to the higher average realized gold price of $602 per ounce, compared to $432 per ounce in the previous fiscal year.


*This balance excludes 339 ounces sold from the pre-production stage of the Santa Pancha underground mine.

 

Ounces of gold sold from the Limon mine for the first three quarters of 2006 decreased 5,639 ounces or 18% over the same period in the prior year. The first quarter of 2006 saw intermittent illegal road blockades which disrupted production at the mine. The mine was able to resume normal operations by the second quarter of 2006. Ore grades mined in 2006 were also 9% lower as mining approaches the end of the Talavera deposit. Gold sales increased by $1,934,000 or 14% despite the lower volume. This was due to the higher average realized gold price of $602 per ounce, compared to $432 per ounce in the previous fiscal year.


4






Cost of sales increased $90,000 or 1%. Higher production costs were encountered with respect to haulage costs, electricity, and fuel. Cash operating costs per ounce increased significantly due to the lower volume of gold sold and the relatively fixed cost base.

 

Royalties and production taxes increased by $144,000, or 18% as a result of the higher realized prices.

 

Bellavista Mine

 

Three Months

 

 

Three months ended September 30

 

 

 

 

2006

 

 

2005

 

 

Change

 

 

 

 

 

 

 

 

 

 

 

Gold sold (ounces)

 

8,400

 

*-

 

8,400

 

 

Average realized gold price ($/ounce)

 

613

 

-

 

613

 

 

Cash operating costs ($/ounce)

 

363

 

-

 

363

 

 

Total cash costs ($/ounce)

 

376

 

-

 

376

 

 

Tonnes mined

 

404,630

 

-

 

404,630

 

 

Ore grade (g/tonne)

 

1.41

 

-

 

1.41

 

 

Gold produced (ounces)

 

8,102

 

-

 

8,102

 

 

 

 

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

 

 

Sales

$

5,149

$

-

$

5,149

 

 

 

 

 

 

 

 

 

 

 

Cost of sales

 

3,052

 

-

 

3,052

 

 

Royalties and production taxes

 

104

 

-

 

104

 

 

Depreciation and depletion

 

1,091

 

-

 

1,091

 

 

Accretion

 

10

 

6

 

4

 

 

 

 

4,257

 

6

 

4,251

 

 

 

 

 

 

 

 

 

 

 

Earnings (loss) from mining operations

$

892

$

(6)

$

898

 

 

 

*This balance excludes 4,100 ounces sold from the pre-production stage of the mine.

 

Commercial production at the Bellavista Mine commenced in December 2005. Accordingly, no comparative information exists for the three month period ended September 30, 2005.

 

The Bellavista Mine sold 8,400 ounces of gold during the third quarter. A grinding mill to maximize ore recoveries is currently near completion but is behind its original schedule. The construction delay has delayed processing of higher grade ore that was planned for the third quarter. Processing of this higher grade ore, some of which has already been mined and stockpiled, will begin in the fourth quarter when the mill becomes operational. The finer size product from grinding of the high grade ore is expected to improve recoveries and ounces produced.

 

During this quarter, Glencairn reviewed and revised estimates of the recoverable ounces from the heap leach pads. The estimated recoverable gold ounces on the heap leach pads have been reduced by 4,642 ounces, as at September 30, 2006 and have been accounted for on a prospective basis. Recoveries are expected to improve once the grinding mill is operational in the fourth quarter.


5






Nine Months

 

 

Nine months ended September 30

 

 

 

 

2006

 

 

2005

 

 

Change

 

 

 

 

 

 

 

Gold sold (ounces)

 

32,000

 

*-

 

32,000

Average realized gold price ($/ounce)

 

590

 

-

 

590

Cash operating costs ($/ounce)

 

300

 

-

 

300

Total cash costs ($/ounce)

 

312

 

-

 

312

Tonnes mined

 

1,152,355

 

-

 

1,152,355

Ore grade (g/tonne)

 

1.57

 

-

 

1.57

Gold produced (ounces)

 

30,479

 

-

 

30,479

 

 

 

 

 

 

 

($ in thousands)

 

 

 

 

 

 

Sales

$

18,896

$

-

$

18,896

 

 

 

 

 

 

 

Cost of sales

 

9,611

 

-

 

9,611

Royalties and production taxes

 

377

 

-

 

377

Depreciation and depletion

 

3,879

 

-

 

3,879

Accretion

 

29

 

15

 

14

 

 

13,896

 

15

 

13,881

 

 

 

 

 

 

 

Earnings (loss) from mining operations

$

5,000

$

(15)

$

5,015

 

*This balance excludes 4,225 ounces sold from the pre-production stage of the mine.

 

*This balance excludes 4,225 ounces sold from the pre-production stage of the mine.

 

Commercial production at the Bellavista Mine commenced in December 2005; accordingly, no comparative information exists for the nine month period ended September 30, 2005.

 

Gold ounces produced and sold during the first three quarters of 2006 were lower than expectations. In the first two quarters of the fiscal year, Bellavista experienced a mechanical problem in the secondary crusher. There were also higher than expected costs for fuel and supplies. These cost overruns were exacerbated by the relatively fixed nature of the expenditures spread over a lower number of ounces.

 

Management had expected that the grinding mill would be completed and be fully operational in the third quarter. The mill is now expected to be fully operational by the end of 2006. The mill was expected to result in ore being more finely ground thereby increasing recoveries. As the mill was not complete in the third quarter, the decision was made to defer the processing of high grade ore until such time as the mill is fully operational.


6






Libertad Mine

 

 

Three months ended
September 30     
2006        

 

 

 

Gold sold (ounces)

 

5,819

Average realized gold price ($/ounce)

 

615

Cash operating costs ($/ounce)

 

884

Total cash costs ($/ounce)

 

914

Tonnes mined

 

278,119

Ore grade (g/tonne)

 

1.58

Gold produced (ounces)

 

6,036

 

 

 

($ in thousands)

 

 

Sales

$

3,580

 

 

 

Cost of sales

 

5,144

Royalties and production taxes

 

176

Depreciation and depletion

 

810

Accretion

 

17

 

 

6,147

 

 

 

Loss from mining operations

$

(2,567)

 

 

Glencairn acquired the Libertad mine in the third quarter of 2006. The Libertad mine previously suffered significant under-capitalization which resulted in insufficient stripping of the pit walls. Glencairn made necessary investments to maintain production levels by accelerating stripping. The stripping costs and expenditures have been included in operating costs and not capitalized. Stripping costs represents approximately $301 per ounce of the total cash costs of $914 per ounce. These amounts are expected to decline next quarter as a more normal stripping ratio will occur.

 

Other Income and Expenses

 

Three months ended September 30, 2006

 

General and administrative expenses increased by $294,000 or 36% over the same period in the previous year. An increase of $107,000 can be largely attributed to additional head-office staff which resulted in increased salary expense. An additional $134,000 increase was incurred for audit, recruitment and travel.

 

As part of Glencairn’s compensation program, stock options are granted to employees and directors from time to time. During the third quarter, a total of 5,525,000 stock options were granted resulting in an expense of $803,000 using the Black-Scholes option pricing model.

 

Exploration expense was $137,000 in the third quarter of 2006, or 41% less than the previous year. In 2005, exploration activity was focused heavily on the Limon site in Nicaragua. Since the fourth quarter of 2005, exploration activity has been minimal. In 2006, the third quarter saw the close of Libertad, Cerro Quema, and Mestiza acquisitions. During the quarter, minor expenditures were made at these new sites,

 


7






however, management is fully assessing these properties before developing a comprehensive exploration program.

 

Other expense totalled $243,000 representing a decrease over prior year’s income of $405,000. The current year balance consists largely of interest and fees on the long-term debt. In 2005, interest and gains on the sales of marketable securities and property, plant, and equipment at the Keystone Mine totalled $1,076,000. This income was offset by a foreign exchange loss of $132,000, interest and finance fees of $262,000 and a write down of accounts and note receivable of $277,000.

 

Nine months ended September 30, 2006

 

General and administrative expenses increased $562,000 or 21% mainly as a result of additional staffing and a general increase in salaries from the prior year.

 

Stock option expense increased by $680,000 or 202% due to the granting of options during the second and third quarters of the year.

 

Exploration expense decreased by $893,000 or 79%. Due to the labour disruption at the Limon operations in late 2005, all Nicaraguan exploration activities were suspended. The first quarter of 2006 saw only land holding costs incurred. During the third quarter exploration activities increased slightly but not at the levels experienced in 2005. Third quarter exploration activities and holding costs have been focused on the newly acquired Libertad and Cerro Quema properties.

 

Other income decreased by $645,000 or 78%. Gains in 2005 were significant due to one-time gains realized from the sale of marketable securities, the Vogel Property and mill, and certain mineral properties at the Keystone Mine. In 2006, the Company recognized a gain from the sale of equipment in the amount of $814,000. As well, there were cost recoveries from providing management services to Blue Pearl Mining Ltd., in the amount of $163,000. These amounts were partially negated by interest and finance fees relating to a long-term debt.

 

Cash Flows

 

Three months ended September 30, 2006

 

Operating activities used $2,978,000 in 2006, compared to $3,052,000 in 2005. Cash usage in the period was heavily skewed towards activities at the Libertad Mine. These expenditures were necessary for the mine to achieve optimal operational efficiencies in the future. As a result, cash was spent on contractors, mainly for stripping activities.

 

Financing activities generated $14,431,000 of cash in 2006, compared to $1,994,000 in 2005. In 2006, the inflows resulted from the private placement of 30 million subscription receipts for gross proceeds of $16,191,000 less transaction fees.

 

Investing activities utilized cash of $2,209,000. Of this balance, $283,000 was attributable to payments for the Mestiza property. The remaining balance consists mainly of capitalized expenditures for Bellavista’s grinding mill.


8






Nine months ended September 30, 2006

 

Operating activities generated cash of $1,107,000 in 2006, compared to a cash outflow of 2,389,000 in 2005. The commencement of the Bellavista Mine in Costa Rica contributed to the Company’s positive operating cash flows. Gold sales increased 32,180 ounces or 102% from the same period in the previous fiscal year. Cash flows were further enhanced by the increase of average realized gold price, by $165 or 38% over the same period in the previous fiscal period. These positive impacts were reduced by the operating cash outflows related to expenditures at La Libertad during the third quarter. Heavy stripping activity was required in order to access future ore bodies. Other major expenditures during the quarter included cement, general maintenance, and power.

 

Financing activities in 2006 generated cash of $13,658,000. This consisted of gross proceeds of $16,191,000 less various transaction fees from the issuance of 30 million subscription receipts from a private placement. Loan repayments of $2,500,000 were made during the first three quarters.

 

Investing activities used $5,911,000 in 2006, compared to $15,450,000 in the same period in the previous fiscal year. In 2006, purchases and deferred costs relating to property, plant, and equipment were made in amounts totalling $1,390,000 and $5,411,000 for the Limon Mine and Bellavista Mine, respectively. Bellavista Mine costs are mostly grinding mill construction costs. The Mestiza acquisition resulted in cash payments of $283,000. There were also expenditures of $125,000 at Libertad. In 2005, investing activities consisted of the purchase of property, plant, and equipment of $18,235,000 (Bellavista Mine - $15,687,000, Limon Mine - $2,527,000 and Corporate - $21,000) and the increase in restricted cash of $100,000 was offset by the proceeds from the sale of assets of $2,885,000.

 

Liquidity and Capital Resources

 

The Company had cash of $15,653,000 and working capital of $19,207,000 at September 30, 2006. Management believes that these amounts along with expected cash flows from operating activities are adequate to meet the Company’s requirements for the remainder of the year.

 

The Company is in the process of evaluating the economics of the Cerro Quema Project to reflect current costs and gold prices.

 

With the acquisition of the Mestiza interest this brings the potential for treating its resources at the nearby Limon mill thereby increasing output and improving the economics of the Limon operation.

 

The Company estimates that gold sales in the fourth quarter of 2006 will be approximately 25,000 ounces at cash operating costs and total cash costs of $485 and $515 respectively. Improvements to both volumes and costs are expected next year with the start of the new Bellavista mill, ore production from the Santa Pancha deposit at the Limon Mine, and improvements at the Libertad Mine.

 

Recently Released Accounting Standards

 

In January 2005, the CICA issued Handbook Sections 3855 (“Financial Instruments – Recognition and Measurement”), 1530 (“Comprehensive Income”) and 3865 (“Hedges”). The new standards apply to fiscal years commencing on or after October 1, 2006. Management is currently assessing the impact these standards will have on the Company’s financial reporting.


9






Summary of Quarterly Results

(in thousands except per share amounts)

 

 

 

 

 

2006

Q3

 

2006

Q2

 

2006

Q1

 

2005

Q4

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

$

14,075

$

12,441

$

11,511

$

5,766

Net earnings (loss)

 

 

$

(3,182)

$

2,051

$

1,770

$

(1,463)

Earnings (loss) per share –

 

 

 

 

 

 

 

 

 

 

basic and diluted

 

 

$

(0.01)

$

0.01

$

0.01

$

(0.01)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2005

Q3

 

2005

Q2

 

2005

Q1

 

2004

Q4

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 

$

4,237

$

4,143

$

5,237

$

5,295

Net loss

 

 

$

(987)

$

(1,401)

$

(226)

$

(323)

Loss per share –

basic and diluted

 

 

 

$

 

(0.01)

 

$

 

(0.01)

 

$

 

(0.00)

 

$

 

(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Performance Measures

 

The Company has included the non-GAAP performance measures detailed below in this document. These non-GAAP performance measures do not have any standardized meaning prescribed by GAAP and, therefore, may not be comparable to similar measures presented by other companies. The Company believes that, in addition to conventional measures prepared in accordance with GAAP, certain investors use this information to evaluate the Company’s performance. Accordingly, they are intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared with GAAP. The definitions for these performance measures and reconciliation of the non-GAAP measures to reported GAAP measures are as follows:

 

Three Months

 

Cash Operating Cost per ounce:

 

  Three months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 3,830   $ 3,052   $ 5,144   $ 12,026   $ 3,926           $ 3,926  
Gold sales (ounces)    8,568    8,400    5,819    22,787    9,598            9,598  
Cash operating cost per  
   ounce   $ 447   $ 363   $ 884   $ 528   $ 409           $ 409  

10






Total Cash Costs per ounce:

Total Cash Costs per ounce:

  Three months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 3,830   $ 3,052   $ 5,144   $ 12,026   $ 3,926           $ 3,926  
   Royalties and  
    production taxes    350    104    176    630    273            273  
 

Cost base for  
   calculation   $ 4,180   $ 3,156   $ 5,320   $ 12,656   $ 4,199           $ 4,199  
 

Gold sales (ounces)    8,568    8,400    5,819    22,787    9,598            9,598  
Total cash cost per  
   ounce   $ 488   $ 376   $ 914   $ 555   $ 437           $ 437  

Nine Months

 

Cash Operating Cost per ounce:

  Nine months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 11,002   $ 9,611   $ 5,144   $ 25,757   $ 10,912           $ 10,912  
Gold sales (ounces)    25,851    32,000   $ 5,819    63,670   $ 31,490           $ 31,490  
Cash operating cost per  
   ounce   $ 426   $ 300   $ 884   $ 405   $ 347           $ 347  

Total Cash Costs per ounce:

  Nine months ended September 30

2006 2005
 

Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol. Limon
Mine
Bellavista
Mine
Libertad
Mine
Consol.
 

Statement of                                    
   Operations (000’s)  
   Cost of sales   $ 11,002   $ 9,611   $ 5,144   $ 25,757   $ 10,912           $ 10,912  
   Royalties and  
     production taxes    965    377    176    1,518    821           $ 821  
 

Cost base for  
   calculation   $ 11,967   $ 9,988   $ 5,320   $ 27,275   $ 11,733           $ 11,733  
 

Gold sales (ounces)    25,851    32,000    5,819    63,670    31,490           $ 31,490  
Total cash cost per  
   ounce   $ 463   $ 312   $ 914   $ 428   $ 373           $ 373  


11






Outstanding Share Data

 

The following common shares and convertible securities were outstanding at November 13, 2006:

 

 

 

Security

 

Expiry

Date

 

Exercise Price (Cdn$)

 

Securities

Outstanding

Common Shares on Exercise

 

 

 

 

 

Common shares

 

 

 

235,840,365

Warrants

Nov. 26/08

1.25

33,857,220

33,857,220

Warrants

Dec. 22/06

0.55

7,233,500

7,233,500

Warrants

Jul. 06/08

0.80

15,000,000

15,000,000

Agents’ warrants 1

Dec. 22/07

0.38

790,000

790,000

Warrants on above

Dec. 22/06

0.55

 

395,000

Agents’ warrants 1

Jul. 06/07

0.60

1,800,000

1,800,000

Warrants on above

Jul. 06/08

0.80

 

900,000

Options

Jul 24/06 to Jul 13/13

0.23 to 0.95

16,892,332

16,892,332

 

 

 

 

 

 

 

 

 

312,708,417

 

Note 1: The agents’ warrants are convertible into one common share and one half-share purchase warrant. Each full warrant is exercisable into a common share at the price indicated in the table.

 

FORWARD-LOOKING STATEMENTS: This Management’s Discussion contains certain “forward-looking statements” within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended and applicable Canadian securities legislation. Except for statements of historical fact relating to the company, certain information contained herein constitutes forward-looking statements. Forward-looking statements are frequently characterized by words such as “plan,” “expect,” “project,” “intend,” “believe,” “anticipate”, “estimate” and other similar words, or statements that certain events or conditions “may” or “will” occur. Forward-looking statements are based on the opinions and estimates of management at the date the statements are made, and are subject to a variety of risks and uncertainties and other factors that could cause actual events or results to differ materially from those projected in the forward-looking statements. These factors include the inherent risks involved in the exploration and development of mineral properties, the uncertainties involved in interpreting drilling results and other ecological data, fluctuating metal prices, the possibility of project cost overruns or unanticipated costs and expenses, uncertainties relating to the availability and costs of financing needed in the future and other factors. The Company undertakes no obligation to update forward-looking statements if circumstances or management’s estimates or opinions should change. The reader is cautioned not to place undue reliance on forward-looking statements.

 

Additional information on the Company, including its annual information form is available on SEDAR at www.sedar.com.

 

November 13, 2006

 

 

 

 

 



12






EXHIBIT 3

FORM 52-109F2

Certification of Interim Filings

 

I, Peter W. Tagliamonte, President and Chief Executive Officer of Glencairn Gold Corporation, certify that:

 

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings) of Glencairn Gold Corporation (the issuer) for the interim period ending September 30, 2006;

 

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; and

 

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

 

Date:

November 13, 2006

 

Signed: “Peter W. Tagliamonte”

                                                       

Peter W. Tagliamonte

President and Chief Executive Officer

 

 

 

 




EXHIBIT 4

FORM 52-109F2

Certification of Interim Filings

 

I, Derek Price, Vice President and Chief Financial Officer of Glencairn Gold Corporation, certify that:

 

1.

I have reviewed the interim filings (as this term is defined in Multilateral Instrument 52-109 Certification of Disclosure in Issuer’s Annual and Interim Filings) of Glencairn Gold Corporation (the issuer) for the interim period ending September 30, 2006;

 

2.

Based on my knowledge, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings;

 

3.

Based on my knowledge, the interim financial statements together with the other financial information included in the interim filings fairly present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for the periods presented in the interim filings; and

 

4.

The issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures for the issuer, and we have designed such disclosure controls and procedures, or caused them to be designed under our supervision, to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the interim filings are being prepared.

 

Date:

November 13, 2006

 

Signed: “Derek Price”

                                                       

Derek Price

Vice President Finance and Chief Financial Officer