International Wayside Gold Mines Ltd.

International Wayside Gold Mines Ltd.

May 12, 2009 10:01 ET

International Wayside Gold Mines Ltd.: Update on QR Mine and Mill Proposed Acquisition

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 12, 2009) - International Wayside Gold Mines Ltd. (the "Company") (TSX VENTURE:WYG)(FRANKFURT:IWUA) is pleased to announce further to news release NR09-05, dated April 9, 2009, that the creditors of Cross Lake Minerals Ltd. approved an amended and restated plan of compromise and arrangement (the "Plan"), which amended, in a number of technical respects, the plan of compromise and arrangement filed on April 7, 2009 pursuant to Companies' Creditors Arrangement Act and the British Columbia Business Corporations Act.

The completion of the arrangement provided for in the Plan is subject to a number of conditions, including the granting of a final Court order approving the Plan. It is anticipated that Cross Lake will apply to Court for a final order approving the Plan on or about May 14, 2009. Approval of the Plan will allow a subsidiary of Cross Lake to hold all of Cross Lake's interest in the QR Mine and Mill.

Once that Plan is approved, the Company intends to proceed to enter into an agreement first announced on February 10, 2009 and updated April 9, 2009 whereby the Company will purchase a subsidiary of Cross Lake holding all of Cross Lake's interest in the QR Mine and Mill (collectively the "QR Mine & Mill").

Concurrently with the completion of the Sale Transaction, Wayside will transfer all of its properties including the Cariboo Gold Project, assets, liabilities and obligations (including the Subco Shares) which company owns the QR Mine and Mill to a wholly-owned subsidiary of Wayside ("Newco") in exchange for shares of Newco (the "Newco Shares"); distribute the Newco Shares to the shareholders of Wayside (for greater clarity, excluding Cross Lake) on the basis of one Newco Share for each share of Wayside held by such shareholders; reorganize its share capital so that the shares of Wayside held by the shareholders other than Cross Lake are retractable at a price and time to be agreed by the parties; change its name to a new name designated by Cross Lake, and delist from the Exchange (the "Spin-Off Transaction").

Newco holding all of the previous assets and liabilities, if any, of Wayside and the QR Mine and Mill (to be renamed "Barkerville Gold Mines Ltd.") 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 exploration projects, satisfy the necessary general and administrative expenses and having unallocated working capital. It is contemplated that as part of the Spin-Off Transaction, Barkerville will file a prospectus in certain jurisdictions to qualify its shares for distribution. There can be no assurance that Barkerville will receive a receipt for any prospectus filed, nor any assurance that the Company will meet the listing requirements of the TSXV.

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 ("BCBCA"). 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.

The completion of the Transactions will be subject to the satisfaction of a number of conditions including the completion of the Restructuring Transaction, listing of the shares of Barkerville on the TSXV, completion of definitive agreements and due diligence. Completion will also be subject to obtaining the necessary shareholder, regulatory and Court approvals. Upon closing of the Transactions, Wayside will have no debts, liabilities or other obligations (absolute, contingent or otherwise), all outstanding options, warrants and other rights to acquire securities of Wayside will be exercised or cancelled, the directors and officers of Wayside will resign and be replaced by nominees of Cross Lake. Upon closing of the Transactions Barkerville will hold all of the properties, assets, liabilities and obligations of Wayside and the QR Mine and Mill as previously described. The Transactions will close at a mutually acceptable date as agreed upon by the parties.

Upon satisfactory completion of due diligence and the entering into of definitive agreements, detailed information with respect to the Transactions will be provided in the Management Information Circular to be mailed to shareholders. There is no assurance that the Transactions will proceed, or that they will proceed on the basis described herein.

The QR Mill is a 900 tonne per day CIP mill located 110 km by road from the Company's Cariboo Gold Project and proposed Bonanza Ledge Mine. Following a positive feasibility study in 1994, Kinross Gold Corp. constructed the QR mill with capital costs estimated at over $40 million. Cross Lake Minerals began operations at the QR Mine in 2007 after spending in excess of $10 million refurbishing the mill facilities. It is the Company's objective to process material from its proposed Bonanza Ledge Mine at the QR Mill, in addition to recommencing operations at the QR Mine.

The Cariboo Gold Project 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.

The technical information in this News Release has been reviewed and approved by chief geologist Jim Yin, PhD, P.Geo, a qualified person as defined in National Instrument 43-101.


J. Frank Callaghan, President and CEO

The TSX Venture Exchange has neither approved nor disapproved of the information contained herein.

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