International Wayside Gold Mines Closing USD$14 Million Project Financing Agreement
August 19 2009 - 8:31AM
Marketwired
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.
ON BEHALF OF THE BOARD OF DIRECTORS
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.
Contacts: International Wayside Gold Mines Ltd. Andrew H. Rees
Director 604-669-6463 or Toll Free: 1-800-663-9688 604-669-3041
(FAX) www.wayside-gold.com
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