International Wayside Gold Mines Ltd.
TSX VENTURE : WYG
FRANKFURT : IWUB

International Wayside Gold Mines Ltd.

November 20, 2009 20:08 ET

International Wayside Gold Mines Ltd.: Private Placement of Up to $10,000,000 in Units and Subscription Receipts

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Nov. 20, 2009) - International Wayside Gold Mines Ltd. (the "Company") (TSX VENTURE:WYG)(FRANKFURT:IWUB) has entered into an agreement with D&D Securities Company ("D&D" or the "Agent") to act as lead agent, together with Octagon Capital Corporation, as co-lead agent (together, the "Agents"), in connection with a private placement offering of up to 12,500,000 units at $0.80 per unit comprised of up to 2,500,000 units of the Company (the "Unit Offering") at a price of $0.80 per unit ("Unit"), each Unit consisting of one common share and one-half of one common share purchase warrant ("Warrant"), and up to 10,000,000 subscription receipts (each, a "Subscription Receipt") at a subscription price of $0.80 per Subscription Receipt (the "Subscription Receipt Offering"). Each Subscription Receipt will entitle the holder thereof to acquire, for no additional consideration, one unit in the capital of the Company which will become Barkerville Gold Mines Ltd. ("Barkerville") following completion of a court-approved plan of arrangement (the "Arrangement") that will result in the acquisition of certain assets formerly held by Cross Lake Minerals Ltd., as more fully described below. Proceeds from the Subscription Receipt Offering will be subject to certain escrow release conditions, which if satisfied, will convert automatically into one common share and one-half of one common share purchase warrant of Barkerville, and if not satisfied, will result in the aggregate subscription price for the Subscription Receipts together with interest to be returned to the subscribers forthwith. The agreement provides that if the Unit Offering and Subscription Receipt Offering are fully subscribed, the Agents may exercise an over-allotment option equal to 20% of the offering (the "Greenshoe Option") to offer up to a further 400,000 Units and 2,100,000 Subscription Receipts. 

Each whole Warrant issued in the Unit Offering, will be exercisable into one additional common share at a price of $1.00 per common share for a period of 18 months from Closing. Each Warrant issuable on conversion of the Subscription Receipts upon satisfaction of the escrow release conditions (the "Conversion Date") will be exercisable for a period of 18 months from the Conversion Date. 

The Company will make a cash payment equal to 7% of the gross proceeds raised in the Unit Offering and issue broker's warrants to purchase Units in an amount equal to 7% of the aggregate number of Units issued in the Unit Offering, exercisable for a period of 18 months from Closing at $0.80 per Unit. On the Conversion Date, a cash payment equal to 7% of the gross proceeds raised in the Subscription Receipt Offering will be paid to the Agents and broker's warrants will be issued which provide for the purchase of Units in an amount equal to 7% of the aggregate number of Units issued on the Conversion Date, exercisable for a period of 18 months from the Conversion Date at $0.80 per Unit. Similar commission and broker warrants will be issued if the Greenshoe Option is exercised. A work fee of 6% of the cash commissions will be payable.

The Company has entered into a letter of intent with 0373849 B.C. Ltd. (formerly Cross Lake Minerals Ltd.) ("Cross Lake") pursuant to which the Company will purchase a subsidiary of Cross Lake holding all of Cross Lake's interest in the QR Mine and Mill (the "Sale Transaction"). Concurrently with the completion of the Sale Transaction, the Company will enter into a Spin-off Transaction (the "Spin Off Transaction") to transfer all of its properties, including the QR Mine and Mill, Cariboo Gold Project (including Bonanza Ledge), and all assets, liabilities and obligations, to Barkerville, a wholly-owned subsidiary of the Company, in exchange for shares of Barkerville (the "Barkerville Shares") and will then distribute the Barkerville Shares to the shareholders of the Company on the basis of one Barkerville Share for each share of the Company. The Sale Transaction and Spin-Off Transaction (together, the "Transactions") will be structured as an Arrangement involving the Company, its security holders, Cross Lake and Barkerville pursuant to the provisions of the B.C. Business Corporations Act. The final terms of the Transactions will be modified to the extent necessary to give effect to tax and legal advice to be sought by the parties.

Barkerville will make an application to list its shares on the TSX Venture Exchange (the "TSXV"). This transaction is subject to meeting the usual listing requirements of the TSXV, which will include having the necessary funds to meet the obligations of operating the QR Mine and Mill, conduct recommended work programs on its Cariboo Gold exploration projects (including Bonanza Ledge), satisfy the necessary general and administrative expenses and having unallocated working capital.

Due to this equity financing at this time the Company will not be pursuing the project financing first announced on August 19, 2009. The proceeds of the Unit Offering will be used for exploration and development on the Company's projects, to pay current liabilities, to provide funding necessary to complete the Arrangement and for working capital. The proceeds from the Subscription Receipt Offering will be used to fund exploration on the Bonanza Ledge project and the initial start up of the QR Mill and the development of the QR Mine.

The Company has been developing its Cariboo Gold Project in Barkerville, B.C., which encompasses (from northwest to south east) the former producing Hardscrabble Tungsten Mine, Mosquito Creek Gold Mine (now on care and maintenance), Aurum Mine, Island Mountain Mine, Cariboo Gold Quartz Mine, Bonanza Ledge (proposed mine), the Cariboo Thompson Gold & Silver Mine and the Cariboo Hudson Mine. The Company commenced operations in the Cariboo District in 1994 and since that time has focused on the exploration and development of its gold properties. Mineral tenures in the Historic Cariboo Goldfields encompass approximately 1,065 square km (106,484 hectares) over a 60 km long by 20 km wide belt. In the Barkerville Gold Camp, 101 creeks have reported placer gold production. Recorded gold production from the area totals more than 3.8 million ounces, including an estimated 2.64 million ounces from placer mining and 1.23 million ounces from lode mining.

ON BEHALF OF THE BOARD OF DIRECTORS

J. Frank Callaghan
President and CEO

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • International Wayside Gold Mines Ltd.
    Andrew H. Rees
    604-669-6463 or Toll Free: 1-800-663-9688
    604-669-3041 (FAX)
    www.wayside-gold.com