Securities Law & Instruments

May 17, 2005

IN THE MATTER OF

THE REGULATION MADE UNDER

THE BUSINESS CORPORATIONS ACT, R.S.O. 1990,

c. B. 16, AS AMENDED (THE OBCA)

ONTARIO REG. 289/00 (THE REGULATION)

AND

IN THE MATTER OF

GLENCAIRN GOLD CORPORATION

 

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Glencairn Gold Corporation (the Filer) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for the Filer to continue into another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff of the Commission;

AND UPON the Filer having represented to the Commission that:

1. The Filer was incorporated under the Business Corporations Act (Ontario) (the "OBCA") by Articles of Incorporation dated April 22, 1987 under the name "Glencairn Explorations Ltd." The Filer changed its name to "Glencairn Gold Corporation" pursuant to Articles of Amendment dated September 30, 2002.

2. The Filer's registered and head office is located at 6 Adelaide Street East, Suite 500, Toronto, Ontario, M5C 1H6.

3. The Filer has an authorized share capital consisting of an unlimited number of common shares, of which 155,240,531 common shares were issued and outstanding as at May 13, 2005. The Filer also has 33,857,220 common share purchase warrants were issued and outstanding as at May 13, 2005. Each common share purchase warrant entitles the holder thereof to purchase one common share in the capital of the Filer at a price of $1.25 at any time prior to 5:00 p.m. (Toronto time) on November 26, 2008.

4. The Corporation's outstanding common shares are listed and posted for trading on the Toronto Stock Exchange and on the American Stock Exchange under the symbols "GGG" and "GLE", respectively.

5. The Corporation's outstanding common share purchase warrants are listed and posted for trading on the Toronto Stock Exchange under the symbol "GGG.WT".

6. The Filer intends to apply (the Application for Continuance) to the Director under the OBCA for authorization to continue under the Canada Business Corporations Act, R.S.C. 1985, c. C-44, as amended (the CBCA), pursuant to section 181 of the OBCA (the Continuance).

7. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation under the OBCA, the Application for Continuance must be accompanied by a consent from the Commission.

8. The Filer is an offering corporation under the OBCA and is a reporting issuer under the Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). The Filer is also a reporting issuer or the equivalent thereof in each of the other provinces of Canada.

9. Following the Continuance, the Filer intends to remain a reporting issuer in Ontario and in the other provinces of Canada in which it is a reporting issuer or the equivalent thereof.

10. The Filer is not in default of any of the provisions of the Act or the regulations or rules made thereunder and is not in default under the securities legislation of any of the other provinces of Canada.

11. The Filer is not a party to any proceeding or, to the best of its knowledge, information and belief, pending proceeding under the Act.

12. The Filer's shareholders approved the Continuance by special resolution at the Filer's annual and special meeting (the Meeting) held on May 10, 2005.

13. The management information circular of the Filer dated April 5, 2005, provided to all shareholders of the Filer in connection with the Meeting, advised the holders of the Filer's common shares of their dissent rights in connection with the Continuance pursuant to section 185 of the OBCA.

14. The Continuance has been proposed because the Corporation believes it to be in its best interest to conduct its affairs in accordance with the CBCA.

15. The material rights, duties and obligations of a corporation governed by the CBCA are substantially similar to those of a corporation governed by the OBCA, other than the requirement under the OBCA that a majority of a corporation's directors be resident Canadians whereas the CBCA requires that, subject to certain exceptions, only one-quarter of a corporation's directors need be resident Canadians.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of the Filer as a corporation under the CBCA.

"Paul M. Moore" Q.C.
Vice-Chair
 
"Wendell S. Wigle" Q.C.
Commissioner