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 August 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:   August 15, 2006 By:   “Lorna MacGillivray”                                   
         Lorna MacGillivray
         Corporate Secretary and General Counsel


INDEX TO EXHIBITS


  1   Q2 Interim Report for the Period Ended June 30, 2006

  2   FORM 52-109F2 - Certification of Annual Filings, executed by Chief Executive Officer

  3   FORM 52-109F2 - Certification of Annual Filings, executed by Chief Financial Officer




EXHIBIT 1




Interim Report

Q2

June 30, 2006






Glencairn Gold Corporation
Management’s Discussion and Analysis
For the three and six months ended June 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 six months ended June 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 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 mining company that operates the Bellavista Mine in Costa Rica and the Limon Mine in Nicaragua. The Bellavista Mine achieved commercial production in December 2005. The Company’s objective is to become a mid-tier gold producer through the acquisition of operating mines and advanced development projects.

On July 6, 2006, the Company acquired a 100% interest in La Libertad gold mine in Nicaragua and a 60% interest in Cerro Quema advanced gold project in Panama from Yamana Gold Inc. (“Yamana”). Total consideration for the acquisition was 32 million Glencairn common shares valued at $20,894,000 (Cdn$22,976,000).

In conjunction with the acquisition, on July 6, 2006, the Company also issued a private placement of 30 million subscription receipts at a price of Cdn$0.60 per subscription receipt for gross proceeds of $15.5 million (Cdn$18 million), sold on an underwritten basis through a syndicate of underwriters. Each subscription receipt entitles the holder to acquire one common share and one-half common share purchase warrant, without payment of additional consideration. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of Cdn$0.80 until the earlier of:

(i)   Two years following closing; or
(ii)   At the option of Glencairn, a date that is 30 days following provision of notice to warrantholders 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 (such notice not to be provided prior to the date which is four months and a day following closing).


2






Yamana 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 stated that it does not have any present intention to acquire ownership of, or control over, additional securities of Glencairn. However, Yamana will have the right to participate in future Glencairn equity financings to maintain up to its pro rata interest in Glencairn. Yamana will also have the right to appoint a representative to the Glencairn Board of Directors provided that it maintains a greater than 10% interest in the Company.

Selected Quarterly Information

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005




Gold sales (ounces)   20,137   9,657   40,883   21,892  
Average spot gold price ($/ounce)  $      628   $    427   $      591   $      427  
Average realized gold price ($/ounce)  $      618   $    429   $      586   $      428  
Cash operating costs ($/ounce)  $      320   $    347   $      336   $      319  
Total cash costs ($/ounce)  $      344   $    374   $      358   $      344  
Gold produced (ounces)  21,127   9,669   39,509   21,053  

(in thousands, except per share amounts)
 
Sales  $ 12,441   $ 4,143   $ 23,952   $   9,380  
Cost of sales  $   6,436   $ 3,349   $ 13,731   $   6,986  
Net earnings (loss)  $   2,051   ($ 1,401 ) $   3,821   ($ 1,627 )
Earnings (loss) per share - basic and diluted 
   $     0.01   ($ 0.01 ) $     0.02   ($ 0.01 )


3






Results of Operations

Limon Mine

Three months ended June 30
   
2006 2005 Change % Change
       
Gold sold (ounces)   9,437   9,657   (220 ) (2 %)
Average realized gold price ($/ounce)  $     620   $     429   $    191   45 %
Cash operating costs ($/ounce)  $     396   $     347   $      49   14 %
Total cash costs ($/ounce)  $     434   $     374   $      60   16 %
Tonnes milled  85,988   76,647   9,341   12 %
Ore grade (g/tonne)  4.3   4.8   (0.5 ) (10 %)
Recovery (%)  84.4   82.5   1.9   2 %
Gold produced (ounces)  9,949   9,669   280   3 %

($ in thousands)
 
Sales  $  5,854   $  4,143   $ 1,711   41 %

Cost of sales  3,738   3,349   389   12 %
Royalties and production taxes  358   263   95   36 %
Depreciation and depletion  346   272   74   27 %
Accretion  16   30   (14 ) (47 %)

   4,458   3,914   544   14 %

Earnings from mining operations  $  1,396   $     229   $ 1,167   510 %

Sales from the Limon mine increased $1,711,000 or 41% in 2006 compared to 2005. Although the actual quantity of gold sold decreased 220 ounces or 2% from the same period in the prior year, the increase in sales was attributable to the increase in average realized gold price by $191. Lower than expected gold production resulted from the lower ore grades encountered in 2006 compared to 2005.

Cost of sales increased by $389,000 or 12%. This is inline with increases of cash operating costs of $49 per ounce. Higher production costs were encountered with respect to haulage costs, electricity, and fuel.

Royalties and production taxes increased $95,000 or 36% due to the overall increase in the average realized gold price of $191 or 45% over the same period in the previous fiscal year. Depreciation and depletion increased by $74,000 or 27% due to the increase in depletion rate per unit caused by the decrease in mineral reserve estimates over the previous fiscal year.



4






Limon Mine

Six months ended June 30
   
2006 2005 Change % Change
       
Gold sold (ounces)   17,283   21,892   (4,609 ) (21 %)
Average realized gold price ($/ounce)  $       590   $       428   $      162   38 %
Cash operating costs ($/ounce)  $       415   $       319   $        96   30 %
Total cash costs ($/ounce)  $       451   $       344   $      107   31 %
Tonnes milled  148,337   162,874   (14,537 ) (9 %)
Ore grade (g/tonne)  4.3   4.9   (0.6 ) (12 %)
Recovery (%)  84.2   82.7   1.5   2 %
Gold produced (ounces)  17,132   21,053   (3,921 ) (19 %)

($ in thousands)
 
Sales  $  10,205   $    9,380   $      825   9 %


Cost of sales
  7,172   6,986   186   3 %
Royalties and production taxes  615   548   67   12 %
Depreciation and depletion  622   669   (47 ) (7 %)
Accretion  32   59   (27 ) (46 %)

   8,441   8,262   179   2 %

Earnings from mining operations  $    1,764   $    1,118   $      646   58 %


Gold sales in the Limon mine in the first half of fiscal 2006 decreased 4,609 ounces or 21% 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. There was also slightly lower grade ore encountered in 2006. Overall gold sales increased by $825,000 or 9%. This was due to the higher average realized gold price of $590 per ounce, compared to $428 per ounce in the previous fiscal year.

Cost of sales increased $186,000 or 3%. Higher production costs were encountered with respect to haulage costs, electricity, and fuel. Increases in cash operating costs per ounce were also negatively affected by the lower sales of gold due to the relatively fixed cost base.

Royalties and production taxes increased as the average realized gold price increased 38% compared to the same period in the prior year.



5






Bellavista Mine

Three months ended June 30
2006 2005 Change

Gold sold (ounces)
 
10,700
 
 
10,700
 
Average realized gold price ($/ounce)  $        616     $       616  
Cash operating costs ($/ounce)  $        252     $       252  
Total cash costs ($/ounce)  $        264     $       264  
Tonnes mined  328,615     328,615  
Ore grade (g/tonne)  1.56     1.56  
Gold produced (ounces)  11,178     11,178  

($ in thousands)
 
Sales  $     6,587   $      —   $    6,587  
 
Cost of sales  2,698     2,698  
Royalties and production taxes  129     129  
Depreciation and depletion  1,284     1,284  
Accretion  9   5   4  
 
   4,120   5   4,115  
 
Earnings (loss) from mining operations 
   $     2,467   $     (5 ) $    2,472  
 


6






Bellavista Mine

Six months ended June 30
2006 2005 Change

Gold sold (ounces)
 
23,600
 
 
23,600
 
Average realized gold price ($/ounce)  $       583     $       583  
Cash operating costs ($/ounce)  $       278     $       278  
Total cash costs ($/ounce)  $       289     $       289  
Tonnes mined  747,725     747,725  
Ore grade (g/tonne)  1.67     1.67  
Gold produced (ounces)  22,377     22,377  

($ in thousands)
 
Sales  $  13,747   $      —   $  13,747  
 
Cost of sales  6,559     6,559  
Royalties and production taxes  273     273  
Depreciation and depletion  2,788     2,788  
Accretion  19   9   10  
 
   9,639   9   9,630  
 
Earnings (loss) from mining operations  $    4,108   $     (9 ) $    4,117  
 

Commercial production at the Bellavista Mine commenced in December 2005. As a result, no comparative information for the three and six month periods in 2006.

Gold ounces sold during the first half of 2006 was lower than expectations due to a mechanical problem in the secondary crusher and lower recoveries due to the late completion of the grinding mill. Cash operating costs and total cash costs were also higher than expectation due to higher costs for fuel, supplies, and maintenance and the relatively fixed nature of many costs spread over fewer ounces produced.



7






Expenses and Other Income

Three months ended June 30, 2006

General and administrative expenses increased $559,000 or 73% over the same period in the previous year. The increase can be largely attributed to an additional head-office staff, bonus payments, and a general increase in salaries.

Exploration expense was nil 2006. In late 2005, all Nicaraguan exploration activities were suspended for an indefinite period after a three-week labour disruption at the Limon operations.

Other expense totalled $278,000, a small decrease of $27,000 or 9%. This amount was largely attributable to interest and fees on the long-term debt. Other expense was $305,000 in 2005. Interest and gains on the sales of assets totalled $226,000, foreign exchange loss was $433,000 and interest and finance fees were $98,000. In 2005, the gains on sale of assets were realized from the sale of certain mineral properties at the Keystone Mine.

Six months ended June 30, 2006

General and administrative expenses increased $268,000 or 14% mainly as a result of opening a second mine in December 2005. This was slightly offset by increased cost recoveries of $50,000 from Blue Pearl Mining Ltd., a related party.

Stock option expense decreased by $115,000 or 35% as fewer options were granted to employees and executives of the Company when compared to the same period in the previous fiscal year.

Exploration expense decreased by $798,000 or 89%. 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.

Other income increased by $3,000 or 1%. Gains in 2005 were 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 incurred interest and financing fees of $557,000 related to the long-term debt which was entered into on May 12, 2005.

Cash Flows

Three months ended June 30, 2006

Operating activities generated $2,377,000 in 2006, compared to $757,000 in 2005. Operating cash flows increased as 10,480 more ounces were sold as a result of the commencement of commercial production at the Bellavista Mine in December 2005. As well, the average realized gold price increased $189 or 44% from the same period in the previous fiscal year.

Financing activities used $290,000 of cash in 2006, compared to providing cash inflows of $3,564,000 during the same period in 2005. In 2006, the amount consisted of repayment of $1,000,000 on the debt and $710,000 on the issuance of common stock.



8






Investing activities utilized cash of $2,736,000 and was largely attributed to the purchase of property, plant, and equipment for the mine sites and a $900,000 payment to Glamis Gold Ltd. In 2005, $9,725,000 related to the purchase of assets for the Bellavista Mine, Limon Mine, and corporate offices.

Six months ended June 30, 2006

Operating activities generated $4,085,000 in 2006, compared to $663,000 in 2005. The commencement of the Bellavista Mine in Cost Rica contributed to the Company’s positive operating cash flows. Gold sales increased 18,991 ounces or 87% from the same period in the previous fiscal year. Cash flows were further enhanced by the increase of average realized gold price, by $158 or 37% over the same period in the previous fiscal year.

Financing activities in 2006 used $773,000. This consisted of $1,500,000 expended on the repayment of long-term debt which was partially offset by $727,000 received on the issuance of common shares.

Investing activities used $3,702,000 in 2006, compared to $14,352,000 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 $726,000 and $3,998,000 for the Limon Mine and Bellavista Mine, respectively. In 2005, investing activities used $14,352,000. The purchase of property, plant, and equipment of $16,829,000 (Bellavista Mine — $14,945,000, Limon Mine — $1,870,000 and Corporate — $14,000) and the increase in restricted cash of $100,000 was offset by the proceeds from the sale of assets of $2,577,000.

Liquidity and Capital Resources

The Company had cash of $6,409,000 and working capital of $7,111,000 at June 30, 2006. Management believes that these amounts along with the proceeds from the private placement that closed on July 6, 2006, and expected cash flows from operating activities are adequate to meet the Company’s requirements for the remainder of the year.

During the first two quarters of 2006, total gold ounces sold were below plan. Realized prices in both quarters were higher than planned. The Bellavista Mine was expected to sell 61,000 gold ounces during 2006 at a cash operating cost of $267 per ounce and a total cash cost of $280 per ounce. The mine has since encountered increases in fuel, electrical, and maintenance costs. In the second quarter, mechanical problems surrounding the secondary crusher resulted in lower tonnages being placed on the pads. The crushing problems in the second quarter and a delay in completion of the grinding plant until September will have a negative impact on production levels in the second half of the year. Extra spare parts were added to inventory to ensure that delays of this nature are avoided in the future. Glencairn has also experienced lower than expected recoveries in certain parts of the orebody, and is conducting detailed testing to assess the long-term impact on Bellavista gold production. For the six month period ending December 31, 2006 the mine is expected to sell 24,500 ounces at a cash operating cost of $290 per ounce and a total cash cost of $312 per ounce. In 2006, the Bellavista Mine is now expected to sell 48,000 gold ounces at a cash operating cost of $284 per ounce and a total cash cost of $295 per ounce.

For the six month period ending December 31, 2006 the Limon Mine is expected to sell 21,000 ounces at a cash operating cost of $369 per ounce and a total cash cost of $405 per ounce. In 2006, the Limon



9






Mine is still expected to sell 38,000 ounces of gold at a cash operating cost of $391 per ounce and a total cash cost of $427 per ounce.

For the balance of 2006, Bellavista capital expenditures are expected to include $1,400,000 to construct a grinding mill and $500,000 to start phase two of the leach pads. The mill will grind non-oxidized ore sufficiently fine so as to increase recoveries and it is expected to be in production by the second half of 2006 when the oxidized ore is mined out. The final purchase payment for the Bellavista Mine of $857,000 was paid in May 2006. Limon will require capital expenditures of $2,500,000 mostly for development of the Santa Pancha ore body that is expected to be in full production in the second half of 2006. For the balance of 2006, payments of $2,000,000 are required on long-term debt.

A small group of employees intermittently interrupted operations at the Limon Mine with road blockades in 2005. Other groups from the local community have also blockaded the roads. Operations were interrupted intermittently in the first quarter of 2006 and were suspended for three weeks in February, but since then there have been no interruptions. Management has resolved the issues and, while there can be no assurance, is hopeful that the situation will not be repeated in the future.

The acquisition of La Libertad and Cerro Quema brings a significant improvement in Glencairn’s reserve and resource base. Glencairn plans to make significant investment at the La Libertad mining operation to ensure the operation achieves its potential. Yamana had begun a program of additional metallurgical test work and upgrading of the crushing and screening circuit and the implementation of permanent heap leach pads. Glencairn will complete this program to allow the operation to maximize recoveries. The maintenance department and parts inventories will be expanded to optimize equipment availability and efficiency. Glencairn also plans to implement a major pre-stripping program to allow steady-state production rates and optimum stripping ratios. These actions in conjunction with new on-site management are expected to result in significantly better performance. Glencairn is in the process of preparing a technical report in accordance with National Instrument 43-101 including an updated estimate of the mineral resources for the property. Glencairn estimates it will cost approximately US$10 million to complete the improvements at Libertad.

At Cerro Quema, Glencairn plans to initiate discussions with the 40% owner of the property with the goal of advancing the project towards production as soon as possible. At the same time, the Company plans to update the feasibility study completed by a previous owner in 2002 to reflect current costs of goods and services.

Glencairn plans to incur US$3 million on exploration at its mine sites over the next 12 months.



10






Summary of Quarterly Results
(in thousands except per share amounts)

2006
Q2
2006
Q1
2005
Q4
2005
Q3

Sales
 
$12,441
 
$11,511
 
$ 5,766
 
$ 4,237
 
Net earnings (loss)  $  2,051   $  1,770   $(1,463 ) $  (987 )
Earnings (loss) per share - 
  basic and diluted  $    0.01   $    0.01   $(0.01 ) $(0.01 )

2005
Q2
2005
Q1
2004
Q4
2004
Q3

Sales
 
$ 4,143
 
$ 5,237
 
$ 5,295
 
$ 5,323
 
Net loss  $(1,401 ) $  (226 ) $  (323 ) $(2,209 )
Loss per share - 
  basic and diluted  $(0.01 ) $(0.00 ) $(0.00 ) $(0.02 )

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:

Cash Operating Cost per ounce:

Three months ended June 30
 
2006 2005
 

Limon
Mine
Bellavista
Mine

Consol.
Limon
Mine
Bellavista
Mine

Consol.

Statement of Operations (000's)              
    Cost of sales  $3,738   $  2,698   $  6,436   $3,349     $3,349  
Gold sales (ounces)  9,437   10,700   20,137   9,657     9,657  
Cost per ounce  $   396   $     252   $     320   $   347     $   347  


11






Total Cash Costs per ounce:

Three months ended June 30
 
2006 2005
 

Limon
Mine
Bellavista
Mine

Consol.
Limon
Mine
Bellavista
Mine

Consol.

Statement of Operations (000's)              
    Cost of sales  $3,738   $  2,698   $  6,436   $3,349     $3,349  
    Royalties and production taxes  358   129   487   263     263  


    Cost base for calculation  $4,096   $  2,827   $  6,923   $3,612     $3,612  


Gold sales (ounces)  9,437   10,700   20,137   9,657     9,657  
Cost per ounce  $   434   $     264   $     344   $   374     $   374  

Cash Operating Cost per ounce:

Three months ended June 30
 
2006 2005
 

Limon
Mine
Bellavista
Mine

Consol.
Limon
Mine
Bellavista
Mine

Consol.

Statement of Operations (000's)              
    Cost of sales  $  7,172   $  6,559   $13,731   $  6,986     $  6,986  
Gold sales (ounces)  17,283   23,600   40,883   21,892     21,892  
Cost per ounce  $     415   $     278   $     336   $     319     $     319  

Total Cash Costs per ounce:

Three months ended June 30
 
2006 2005
 

Limon
Mine
Bellavista
Mine

Consol.
Limon
Mine
Bellavista
Mine

Consol.

Statement of Operations (000's)              
    Cost of sales  $  7,172   $  6,559   $13,731   $  6,986     $  6,986  
    Royalties and production taxes  615   273   888   548     548  


    Cost base for calculation  $  7,787   $  6,832   $14,619   $  7,534     $  7,534  


Gold sales (ounces)  17,283   23,600   40,883   21,892     21,892  
Cost per ounce  $     451   $     289   $     358   $     344     $     344  

Outstanding Share Data

The following common shares and convertible securities were outstanding at August 8, 2006:

Security Expiry
Date
Exercise Price
(Cdn$)
Securities
Outstanding
Common Shares
on Exercise

Common shares
                 235,283,697  
Warrants   Nov. 26/08   1.25    33,857,220    33,857,220  
Warrants   Dec. 22/06   0.55    7,648,000    7,648,000  
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)    July. 06/07   0.60    1,800,000    1,800,000  
   Warrants on above   Jul. 22/06   0.80        900,000  
Options   Jul 24/06 to Jul 13/13   0.23 to 0.95    17,617,334    17,617,334  

              313,291,751  



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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.



August 9, 2006



13






Glencairn Gold Corporation
Consolidated Statements of Operations
(unaudited)
(US Dollars and shares in thousands, except per share amounts)


Three months ended
June 30
Six months ended
June 30
Note 2006 2005 2006 2005

Sales
   
$  12,441
 
$     4,143
 
$   23,952
 
$     9,380
 
 



Cost of sales    6,436   3,349   13,731   6,986  
Royalties and production taxes    487   263   888   548  
Depreciation and depletion    1,643   282   3,433   689  
Accretion expense  7  32   61   64   121  
 



                                                           8,598   3,955   18,116   8,344  
 



Earnings from mining operations    3,843   188   5,836   1,036  
 



Expenses and other income 
   General and administrative    1,324   765   2,131   1,863  
   Stock options  8,9  190   171   214   329  
   Exploration      348   100   898  
   Other (income) expense  2  278   305   (430 ) (427 )
 



                                                           1,792   1,589   2,015   2,663  
 



Net earnings (loss)    $    2,051   $  (1,401 ) $     3,821   $  (1,627 )
 



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



Weighted average number of shares outstanding    172,511   155,242   171,905   154,923  
 




Three months ended
June 30
Six months ended
June 30
2006 2005 2006 2005
 
Balance, beginning of period   $(12,379 ) $(10,298 ) $(14,149 ) $(10,072 )
Net earnings (loss)  2,051   (1,401 ) 3,821   (1,627 )
 



Balance, end of period  $(10,328 ) $(11,699 ) $(10,328 ) $(11,699 )
 





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)



Note June 30
2006
December 31
2005
     
Assets        
Current 
   Cash and cash equivalents    $   6,409   $  6,799  
   Marketable securities    110   210  
   Accounts receivable and prepaids    2,734   1,487  
   Note receivable    129   123  
   Product inventory  3   4,680   3,799  
   Supplies inventory    5,689   5,369  
 

                                                                     19,751   17,787  
Deferred financing costs  4   355   533  
Restricted cash    250   250  
Property, plant and equipment  5   52,992   51,669  
 

                                                                     $ 73,348   $ 70,239  
 

Liabilities  
Current 
   Accounts payable and accrued liabilities    $   7,859   $  7,933  
   Current portion of long-term debt  6   4,500   3,500  
   Current portion of asset retirement obligations  7   281   210  
 

                                                                     12,640   11,643  
Long-term debt  6     2,500  
Asset retirement obligations  7   1,522   1,672  
 

                                                                     14,162   15,815  
 

Shareholders' Equity  
Warrants  8   5,979   5,972  
Agent's options  8   81   163  
Contributed surplus  8   5,430   5,306  
Common shares  8   58,024   57,132  
Deficit    (10,328 ) (14,149 )
 

                                                                     59,186   54,424  
 

                                                                     $ 73,348   $ 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
June 30
Six months ended
June 30
Note 2006 2005 2006 2005

Operating activities
           
Net earnings (loss)    $ 2,051   $(1,401 ) $ 3,821   $(1,627 )
Asset retirement obligations settled  7   (126 ) (142 ) (143 ) (205 )
Items not affecting cash: 
   Depreciation and depletion    1,643   282   3,433   689  
   Accretion expense  7   32   61   64   121  
   Stock options and warrants  9   190   171   214   329  
   Gain on sale of marketable securities  2   (40 )   (40 ) (14 )
   Loss (gain) on sale of property, plant and 
    equipment  2   41   (197 ) (814 ) (1,325 )
   Amortization of deferred financing costs  4   88   59   178   59  
   Unrealized foreign exchange (gain) loss    (7 ) 5   (7 ) 7  
Change in non-cash working capital  10   (1,495 ) 1,919   (2,621 ) 2,629  
 



  Cash generated from operating activities    2,377   757   4,085   663  
 



Financing activities  
Deferred financing costs      (474 )   (474 )
Long-term debt (repayment) proceeds  6   (1,000 ) 4,000   (1,500 ) 4,000  
Common shares issued  8   710   38   727   379  
 



  Cash (used in) generated from financing 
   activities    (290 ) 3,564   (773 ) 3,905  
 



Investing activities  
Proceeds from sale of marketable securities    141     141   15  
Increase in restricted cash          (100 )
Purchase of property, plant and equipment    (2,917 ) (9,725 ) (4,738 ) (16,829 )
Net proceeds from sale of property, plant and 
   equipment    40   2,480   895   2,562  
 



  Cash used in investing activities    (2,736 ) (7,425 ) (3,702 ) (14,352 )
 



Decrease in cash and cash equivalents    (649 ) (2,924 ) (390 ) (9,784 )
Cash and cash equivalents, beginning of 
period    7,058   6,868   6,799   13,728  
 



Cash and cash equivalents, end of period    $ 6,409   $ 3,944   $ 6,409   $   3,944  
 



Supplemental cash flow information  10


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



16






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 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 and the Bellavista Mine in Costa Rica. The Bellavista Mine achieved commercial production in December 2005. The Company also owns the Keystone Mine, a depleted property in Canada, which is currently under reclamation.

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.    OTHER (INCOME) EXPENSE

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)          
Interest and other income  $(37 ) $(29 ) $(88 ) $   (98 )
Gain on sale of marketable securities  (40 )   (40 ) (14 )
Loss (gain) on sale of property, plant and 
  equipment (note 5)  41   (197 ) (814 ) (1,325 )
Foreign exchange  (25 ) 433   (108 ) 902  
Interest and finance fees  276   98   557   108  
Write down of accounts receivable  63     63    




   $ 278   $ 305   $(430 ) $  (427 )






17






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


3.    PRODUCT INVENTORY

June 30
2006
December 31
2005
(in thousands)            
   
Recoverable gold on the heap leach pads   $ 3,592   $ 2,112  
In-process inventories    639    1,234  
Precious metals inventory    449    453  
 

Total   $ 4,680   $ 3,799  
 


4.   Deferred Financing Costs

June 30
2006
December 31,
2005
(in thousands)      
Financing costs  $ 768   $ 768  
Accumulated amortization  (413 ) (235 )
 

   $ 355   $ 533  
 


5.   PROPERTY, PLANT AND EQUIPMENT

June 30
2006
December 31
2005
(in thousands)            
   
Producing properties:    
Limon Mine, Nicaragua  
  Cost   $ 23,615   $ 22,889  
  Accumulated depreciation and depletion    (15,566 )  (14,939 )
 

     8,049    7,950  
 

Bellavista Mine, Costa Rica (a)  
  Cost    45,233    43,846  
  Accumulated depreciation and depletion    (3,298 )  (615 )
 

     41,935    43,231  
  Deferred stripping    2,940    410  
 

     44,875    43,641  
 

Corporate property:    
  Cost    183    170  
  Accumulated depreciation  
     (115 )  (92 )
 

     68    78  
 

    $ 52,992   $ 51,669  
 



18






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


(a)    Limon Mine, Nicaragua

Included in cost, is $1,657,000 of development expenditures on the Santa Pancha mine, which will not be depreciated until gold production commences.

(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.

The Company was responsible for a final purchase payment of Cdn$1,000,000 ($896,000) to a former owner of the Bellavista Mine. This amount has been paid and included in the cost of property, plant and equipment at June 30, 2006.

Included in cost, is $300,000 of expenditures related to the installation of the mill facility, which will not be depreciated until the mill has been commissioned, which is expected to be in the third quarter of 2006.

  Deferred stripping:

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)          
Balance, beginning of period  $ 1,881   $—   $    410   $—  
Costs deferred  1,142     2,613    
Amortization  (83 )   (83 )  




Balance, end of period  $ 2,940   $—   $ 2,940    





6.    LONG-TERM DEBT

June 30
2006
December 31,
2005
(in thousands)      
Total debt   $4,500   $ 6,000  
Current portion  4,500   (3,500 )
 

Long-term debt  $     —   $ 2,500  
 



19






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


  Repayments are scheduled as follows:

Date Amount
September 30, 2006     $ 1,000,000  
December 31, 2006    1,000,000  
March 31, 2007    1,000,000  
June 30, 2007    1,500,000  
 
    $ 4,500,000  
 

7.    ASSET RETIREMENT OBLIGATIONS

Three months ended June 30, 2006
 
Limon
Mine
Bellavista
Mine
Keystone
Mine
Total
   
Balance, beginning of period     $ 931   $ 556   $ 400   $ 1,897  
Liabilities incurred                  
Liabilities settled            (126 )  (126 )
Accretion expense    16    9    7    32  
 



Balance, end of period    947    575    281    1,803  
Less: current portion            281    281  
 



    $ 947   $ 575   $   $ 1,522  
 





Three months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Keystone
Mine
Total
   
Balance, beginning of period     $ 1,726   $ 316   $ 1,614   $ 3,656  
Liabilities incurred        1,247        1,247  
Liabilities settled            (142 )  (142 )
Accretion expense    30    5    26    61  
 



Balance, end of period    1,756    1,568    1,498    4,822  
Less: current portion            (1,265 )  (1,265 )
 



    $ 1,756   $1,568   $ 233   $3,557  
 





20






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


Six months ended June 30, 2006
 
Limon
Mine
Bellavista
Mine
Keystone
Mine
Total
   
Balance, beginning of period     $ 915   $ 556   $ 411   $ 1,882  
Liabilities incurred                  
Liabilities settled            (143 )  (143 )
Accretion expense    32    19    13    64  
 



Balance, end of period    947    575    281    1,803  
Less: current portion            281    281  
 



    $ 947   $ 575   $   $ 1,522  
 





Six months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Keystone
Mine
Total
   
Balance, beginning of period     $1,697   $ 300   $1,650   $ 3,647  
Liabilities incurred        1,259        1,259  
Liabilities settled            (205 )  (205 )
Accretion expense    59    9    53    121  
 



Balance, end of period    1,756    1,568    1,498    4,822  
Less: current portion            (1,265 )  (1,265 )
 



    $ 1,756   $1,568   $ 233   $3,557  
 




8.    CAPITAL STOCK

i)   Warrants

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

Number of
Warrants

Amount
 

(in thousands)      
At December 31, 2005  41,757   $ 5,972  
  Exercise of warrants  (417 ) (7 )
  Exercise of agent's options  395   14  
 

At June 30, 2006  41,735   $ 5,979  
 



21






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


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

Exercise
Price
Number
Outstanding at
June 30, 2006
Expiry Date

  (Cdn$) (in thousands)
 
$0.55   7,878   December 22, 2006  
$1.25  33,857   November 26, 2008 

ii)   Agent’s Options

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

Number of
Agent’s
Options
Amount
 

(in thousands)            
     
At December 31, 2005    1,580   $ 163  
  Exercise of agent's options for  
     common shares and warrants    (790 )  (82 )
 

At June 30, 2006    790   $ 81  
 


iii)   Contributed surplus

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

Amount
 
(in thousands)        
   
At December 31, 2005   $ 5,306  
  Grant of employee stock options    214  
  Exercise of options    (90 )
 
At June 30, 2006   $ 5,430  
 

iv)   Common shares

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


22






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


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

Number of
Common Shares
Amount
 

(in thousands)            
     
At December 31, 2005    171,207   $ 57,132  
  Share options exercised    590    380  
  Warrants exercised    417    213  
  Agent's options exercised    790    329  
  Less: share issue costs        (30 )
 

At June 30, 2006    17,004   $ 58,024  
 


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

Number of
Options
Weighted-
Average
Exercise Price
 

(in thousands) (Cdn$)
     
At December 31, 2005      12,746   $ 0.68  
  Exercised    (590 )  0.55  
  Granted    850    0.61  
 

At June 30, 2006    13,006   $ 0.69  
 


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

  Options outstanding and exercisable

       Exercise
       Prices
Number
Outstanding at
June 30, 2006
Weighted-Average
Remaining
Contractual
Life
Weighted-
Average
Exercise Price




      (Cdn$) (in thousands) (in years) (Cdn$)

      $0.23 to $0.50
 
3,813
 
2.4
 
0.41
 
      $0.55 to $0.95  9,105   2.7   0.79  
      $1.17 to $1.77  88   0.9   1.53  




      $0.23 to $1.77  13,006   2.6   $0.69  






23






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


9.     STOCK – BASED COMPENSATION

The Company uses the fair value method of accounting and recognized stock option expense of $24,000 (2005 — $158,000) 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:

Expected life in years:   3  
Risk free interest rate:  4.07%
Expected volatility:  58%
Dividend yield:  0%

10.     SUPPLEMENTAL CASH FLOW INFORMATION

        Change in non-cash working capital:

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)

Accounts receivable and prepaids
  $  (426 ) $ 1,949   $(1,247 ) $ 1,651  
Product inventory  (257 ) (185 ) (980 ) 243  
Supplies inventory  (185 ) 559   (320 ) 365  
Accounts payable and accrued liabilities  (627 ) (403 ) (74 ) 370  




   $(1,495 ) $ 1,919   $(2,621 ) $ 2,629  





Non-cash Financing activities:

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)          
Deferred financing costs settled by issue of 
  Warrants  $—   $   288   $—   $   288  




Asset retirement obligations  $—   $1,247   $—   $1,259  






24






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


Non-cash investing activities:

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)

Marketable securities received as proceeds
         
  from the sale of property, plant and 
  equipment  $—   $   197   $—   $   262  




Asset retirement costs incurred  $—   $1,247   $—   $1,259  





Operating activities included the following cash payments:

Three months ended
June 30
Six months ended
June 30


2006 2005 2006 2005
       
(in thousands)

Interest paid
  $188   $1   $379   $11  





11.    RELATED PARTY TRANSACTIONS

General and administrative expense at June 30, 2006 includes a recovery of $123,000 (2005- $73,000 from Blue Pearl Mining Ltd. (“Blue Pearl”) for administrative services provided to Blue Pearl. Three of the directors of Blue Pearl are also directors of the Company. Accounts receivable at June 30, 2006 includes $35,000 (December 31, 2005 — $22,000) related to these amounts.

12.    SEGMENT INFORMATION

The Company is organized into three operating segments: Limon Mine (Nicaragua), Bellavista Mine (Costa Rica) and Corporate (Canada). The Keystone Mine, which ceased operating in April 2000, and the Vogel Project, which was sold during 2005, are included in the Corporate segment. The Company evaluates performance based on net earnings or loss. The Company’s segments are summarized in the table below.



25






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


(i)   Segment Statements of Operations (thousands of dollars)

Three months ended June 30, 2006
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Sales     $ 5,854   $ 6,587   $   $ 12,441  
 



Cost of sales    3,738    2,698        6,436  
Royalties and production taxes    358    129        487  
Depreciation and depletion    346    1,284    13    1,643  
Accretion expense    16    9    7    32  
 



     4,458    4,120    20    8,598  
 



Earnings (loss) from mining operations    1,396    2,467    (20 )  3,843  
 



Expenses and other income  
  General and administrative            1,324    1,324  
  Stock options and warrants            190    190  
  Exploration                  
  Other expense    47  77  154    278
 



     47    77  1,668    1,792  
 



Net earnings (loss)   $ 1,349   $ 2,390   $ (1,688 ) $ 2,051  
 





Three months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Sales     $ 4,143   $   $   $ 4,143  
 



Cost of sales    3,349            3,349  
Royalties and production taxes    263            263  
Depreciation and depletion    272        10    282  
Accretion expense    30    5    26    61  
 



     3,914    5    36    3,955  
 



Earnings (loss) from mining operations    229    (5 )  (36 )  188  
 



Expenses and other income  
  General and administrative            765    765  
  Stock options and warrants            171    171  
  Exploration    347        1    348  
  Other (income) expense    311        (6 )  305
 



     658        931    1,589  
 



Net loss   $(429 ) $ (5 ) $ (967 ) $ (1,401 )
 





26






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


Six months ended June 30, 2006
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Sales     $ 10,205   $ 13,747   $   $ 23,952  
 



Cost of sales    7,172    6,559        13,731  
Royalties and production taxes    615    273        888  
Depreciation and depletion    622    2,788    23    3,433  
Accretion expense    32    19    13    64  
 



     8,441    9,639    36    18,116  
 



Earnings (loss) from mining operations    1,764    4,108    (36 )  5,836  
 



Expenses and other income  
  General and administrative           2,131    2,131  
  Stock options and warrants            214    214  
  Exploration    100            100  
  Other (income) expense    18  (794 )  346    (430 )
 



     118    (794 )  2,691    2,015  
 



Net earnings (loss)   $ 1,646   $ 4,902   $ (2,727 ) $ 3,821  
 





Six months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Sales     $ 9,380   $   $   $ 9,380  
 



Cost of sales    6,986            6,986  
Royalties and production taxes    548            548  
Depreciation and depletion    669        20    689  
Accretion expense    59    9    53    121  
 



     8,262    9    73    8,344  
 



Earnings (loss) from mining operations    1,118    (9 )  (73 )  1,036  
 



Expenses and other income  
  General and administrative            1,863    1,863  
  Stock options and warrants            329    329  
  Exploration    896        2    898  
  Other (income) expense    677        (1,104 )  (427 )
 



     1,573        1,090    2,663  
 



Net loss   $(455 ) $ (9 ) $ (1,163 ) $ (1,627 )
 





27








Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


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 June 30, 2006
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Capital expenditures     $ 408   $ 1,644   $ 9   $2,061  
 




Three months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Capital expenditures     $ 1,094   $ 8,630   $ 1   $9,725  
 




Six months ended June 30, 2006
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Capital expenditures     $ 726   $ 4,000   $ 12   $4,738  
 




Six months ended June 30, 2005
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Capital expenditures     $ 1,870   $ 14,945   $ 14   $16,829  
 





28






Glencairn Gold Corporation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2006 and 2005 (unaudited)
(US Dollars – unless otherwise noted)


As at June 30, 2006
 
Limon
Mine
Bellavista
Mine
Corporate Total
 



Cash and cash equivalents     $ 179   $ 61   $ 6,169   $ 6,409  
Other current assets    7,269    5,418    655    13,342  
Property, plant and equipment    8,050    44,874    68    52,992  
Other non-current assets        250    355    605  
 



Total assets   $15,498   $ 50,603   $ 7,247   $73,348  
 





As at December 31, 2005
 
Limon
Mine
Bellavista
Mine
Corporate 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  
 




13.    SUBSEQUENT EVENTS

On July 6, 2006, the Company acquired a 100% interest in La Libertad gold mine in Nicaragua and a 60% interest in Cerro Quema an advanced gold project in Panama from Yamana Gold Inc. Total consideration for the acquisition was 32 million Glencairn common shares valued at $20,894,000 (Cdn$22,976,000).

In conjunction with the acquisition, on July 6, 2006, the Company issued a private placement of 30 million subscription receipts at a price of Cdn$0.60 per subscription receipt for gross proceeds of $15.5 million (Cdn$18 million), sold on an underwritten basis through a syndicate of underwriters. Each subscription receipt entitled the holder to one common share and one-half common share purchase warrant, without payment of additional consideration. Each whole common share purchase warrant will entitle the holder to purchase one common share at a price of Cdn$0.80 until the earlier of:

(iii)  

Two years following closing, or


(iv)  

At the option of Glencairn, the date that is 30 days following provision of notice to warrantholders 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 (such notice not to be provided prior to the date which is four months and a day following closing).


29






CORPORATE INFORMATION

Head Office
500-6 Adelaide Street East
Toronto, ON
M5C 1H6
Phone: 416-860-0919
Fax: 416-367-0182
E-mail: info@glencairngold.com

Kerry J. Knoll
Chairman

Peter W. Tagliamonte
President and Chief Executive Officer

T. Derek Price
Vice-President Finance and Chief Financial Officer

Gaston Araya
Vice-President, Operations

Michael G. Gareau
Vice President, Explorations

Olav Svela
Vice-President, Investor Relations

Franz Ulloa
Manager, Central America

Lorna D. MacGillivray
Corporate Secretary and General Counsel

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
Phone: 416-361-0930
Fax: 416-361-0470




www.glencairngold.com






EXHIBIT 2



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 period ending June 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 the for 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:  August 9, 2006

Signed:    “Peter W. Tagliamonte”
_____________________________________
Peter W. Tagliamonte
President and Chief Executive Officer






EXHIBIT 3



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 period ending June 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 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:  August 9, 2006

Signed:  “Derek Price”
_____________________________________________
Derek Price
Vice President Finance and Chief Financial Officer