International Wayside Gold Mines Ltd.

International Wayside Gold Mines Ltd.

December 17, 2009 12:10 ET

International Wayside Gold Mines to Purchase QR Mine and Mill

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Dec. 17, 2009) - International Wayside Gold Mines Ltd. ("Wayside", the "Company") (TSX VENTURE:WYG)(FRANKFURT:IWUB) announces that further to the news release of February 4, 2009, whereby the Company would acquire the QR Mine and Mill from Cross Lake Minerals Ltd. (now 0373849 BC Ltd.) ("Cross Lake") in exchange for Wayside's tax loss pool in a Court Ordered Plan of Arrangement, the Company has now entered into a revised term sheet in order to retain the tax losses for Wayside. The Company will also enter into a definitive Acquisition Agreement, Mining Contract and Environmental Indemnity Agreement.

J. Frank Callaghan, President and CEO of Wayside, stated, "We are very pleased to have revised the terms of the acquisition of the QR Mine and Mill in order to retain our tax losses. Under these revised terms and upon the commencement of mining operations, the Company will have the ability to utilize the accumulated tax loss pools of approximately $25 million for the financial benefit of the Company and its shareholders. In addition, the Board of Directors is pleased to have Cross Lake's equity participation in the Company and Procon Mining and Tunnelling Ltd. ("Procon")'s expertise in the operation of our mines."

The Company renegotiated its transaction with Cross Lake whereby the Company will purchase the subsidiary company of Cross Lake holding the QR Mine and Mill to acquire all of the QR assets by issuing Company stock. The Company will now purchase the "QR Mine and Mill" for the issuance of 2,000,000 shares and 500,000 share purchase warrants. Each warrant will be exercisable into one additional common share at a price of $1.00 per common share for a period of two years.

The Mining Contract will provide that Procon or its nominee will be responsible for and will undertake the mining activities in respect to the QR Mine and Mill and Wayside's other properties including the Cariboo Gold Project. This Contract provides that Procon shall be the Contractor of the QR Mine and Mill and any other mining project developed by Wayside.

In consideration of the services to be provided by Procon under the Mining Contract, Wayside shall pay to Procon an amount equal to all costs incurred by Procon, plus a mark up of 15% (the "Margin"). The Mining Contract will continue in effect for an initial term ending upon completion of $37,500,000 in earned margin after the date of Closing and is subject to earlier termination for a fee or extension upon agreement by both Wayside and Procon.

The Acquisition is scheduled to close on February 1, 2010 and is subject to entering into definitive agreements including the Acquisition Agreement, Mining Contract and Environmental Indemnity Agreement and is subject to the approval of the TSX Venture Exchange.

The Company will continue with the previously announced private placement of units and subscription receipts as proceeds of the subscription receipts will be held in trust pending the completion of the Acquisition.

About International Wayside Gold Mines

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

This news release contains forward-looking statements regarding the timing and content of upcoming programs. Actual results may differ materially from those currently anticipated in such statements.

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.
    J. Frank Callaghan
    604 669-6463 or Toll Free: 1-800 663-9688
    604 669-3041 (FAX)