International Wayside Gold Mines Ltd.

International Wayside Gold Mines Ltd.

August 19, 2009 09:31 ET

International Wayside Gold Mines Closing USD$14 Million Project Financing Agreement

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 19, 2009) - International Wayside Gold Mines Ltd. (the "Company", "Wayside") (TSX VENTURE:WYG)(FRANKFURT:IWUB) wishes to announce that it has received a Term Sheet to provide a US$14,000,000, three-year drawdown loan facility at an 8% annual interest rate. The loan facility will be used to recommence operations at the 900 tonne per day QR Gold Mine, bring the proposed Bonanza Ledge open pit gold mine into production, fund capital expenditures and provide for working capital requirements. Concurrently, Wayside will also enter into a Gold Sales Agreement with the Lender.

President and CEO, Frank Callaghan, stated, "We are very happy to be securing project financing in a manner that is non-dilutive to our shareholders. This loan facility will provide International Wayside Gold Mines with the capital necessary to bring the QR and Bonanza Ledge projects into production." Mr. Callaghan also noted, "The prefeasibility studies necessary to bring the projects into production are almost complete, with the Bonanza Ledge prefeasibility expected to be delivered to the Company next week and the QR prefeasibility the week after."

The Company expects the loan facility to close within three weeks. The term of the loan facility is three years from closing, with an interest rate of 8% per annum payable to the Lender monthly with proceeds from gold sales. Drawings under the Prepayment Facility will be structured as a Prepayment against the Gold Sales Agreement. The Company will repay 1/36th of the Prepayment Facility per month beginning one month after closing.

Under the terms of the Gold Sales Agreement, the Lender will pay 100% of the gold value, excluding gold ounces pledged for the Prepayment and any Gold Options exercised by the Lender. The gold price will be at the Lender's choosing on or before 4:00 pm EST on the day of Payment, from either the London Gold Market AM Fixing Price, or the Comex (1st Position) Settlement Price on the Quotational Period, less $0.50 per troy ounce. The quotation price will be at the Lender's selection on or before the day of Payment, any day during the last 20 business days of the month following the month of Delivery.

Completion of the transaction is subject to a number of conditions, including negotiation and execution of a definitive agreement, completion of satisfactory due diligence, and any necessary regulatory approval. Corporate finance and/or finders fees will be payable in respect to this transaction.

International Wayside Gold Mines 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 has also entered into a letter of intent with 0373849 B.C. Ltd. (formerly Cross Lake Minerals Ltd.) ("Cross Lake") pursuant to which Wayside 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, Wayside will enter into a Spin-off Transaction to transfer all of its properties, including the QR Mine and Mill, Cariboo Gold Project, and its assets, liabilities and obligations, to Barkerville Gold Mines Ltd. ("Barkerville"), a wholly-owned subsidiary of Wayside, in exchange for shares of Barkerville (the "Barkerville Shares") and will then distribute the Barkerville Shares to the shareholders of Wayside on the basis of one Barkerville Share for each share of Wayside. The Sale Transaction and Spin-Off Transaction (together, the "Transactions") will be structured as a Plan of Arrangement involving Wayside, 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, satisfy the necessary general and administrative expenses and having unallocated working capital.

Completion under the Plan of Arrangement will also be subject to obtaining the necessary shareholder, regulatory and court approvals.


J. Frank Callaghan, President and CEO

Neither 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)