International Wayside Gold Mines to Purchase QR Mine and Mill
December 17 2009 - 11:10AM
Marketwired
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.
Contacts: International Wayside Gold Mines Ltd. J. Frank
Callaghan President 604 669-6463 or Toll Free: 1-800 663-9688 604
669-3041 (FAX) www.wayside-gold.com
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