WYG International Wayside Gold Mines New Com Npv

International Wayside Gold Mines Ltd. (the "Company") (TSX
VENTURE:WYG)(FRANKFURT:IWUB) has entered into an agreement with D&D Securities
Company ("D&D" or the "Agent") to act as lead agent, together with Octagon
Capital Corporation, as co-lead agent (together, the "Agents"), in connection
with a private placement offering of up to 12,500,000 units at $0.80 per unit
comprised of up to 2,500,000 units of the Company (the "Unit Offering") at a
price of $0.80 per unit ("Unit"), each Unit consisting of one common share and
one-half of one common share purchase warrant ("Warrant"), and up to 10,000,000
subscription receipts (each, a "Subscription Receipt") at a subscription price
of $0.80 per Subscription Receipt (the "Subscription Receipt Offering"). Each
Subscription Receipt will entitle the holder thereof to acquire, for no
additional consideration, one unit in the capital of the Company which will
become Barkerville Gold Mines Ltd. ("Barkerville") following completion of a
court-approved plan of arrangement (the "Arrangement") that will result in the
acquisition of certain assets formerly held by Cross Lake Minerals Ltd., as more
fully described below. Proceeds from the Subscription Receipt Offering will be
subject to certain escrow release conditions, which if satisfied, will convert
automatically into one common share and one-half of one common share purchase
warrant of Barkerville, and if not satisfied, will result in the aggregate
subscription price for the Subscription Receipts together with interest to be
returned to the subscribers forthwith. The agreement provides that if the Unit
Offering and Subscription Receipt Offering are fully subscribed, the Agents may
exercise an over-allotment option equal to 20% of the offering (the "Greenshoe
Option") to offer up to a further 400,000 Units and 2,100,000 Subscription
Receipts. 


Each whole Warrant issued in the Unit Offering, will be exercisable into one
additional common share at a price of $1.00 per common share for a period of 18
months from Closing. Each Warrant issuable on conversion of the Subscription
Receipts upon satisfaction of the escrow release conditions (the "Conversion
Date") will be exercisable for a period of 18 months from the Conversion Date. 


The Company will make a cash payment equal to 7% of the gross proceeds raised in
the Unit Offering and issue broker's warrants to purchase Units in an amount
equal to 7% of the aggregate number of Units issued in the Unit Offering,
exercisable for a period of 18 months from Closing at $0.80 per Unit. On the
Conversion Date, a cash payment equal to 7% of the gross proceeds raised in the
Subscription Receipt Offering will be paid to the Agents and broker's warrants
will be issued which provide for the purchase of Units in an amount equal to 7%
of the aggregate number of Units issued on the Conversion Date, exercisable for
a period of 18 months from the Conversion Date at $0.80 per Unit. Similar
commission and broker warrants will be issued if the Greenshoe Option is
exercised. A work fee of 6% of the cash commissions will be payable.


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


Due to this equity financing at this time the Company will not be pursuing the
project financing first announced on August 19, 2009. The proceeds of the Unit
Offering will be used for exploration and development on the Company's projects,
to pay current liabilities, to provide funding necessary to complete the
Arrangement and for working capital. The proceeds from the Subscription Receipt
Offering will be used to fund exploration on the Bonanza Ledge project and the
initial start up of the QR Mill and the development of the QR Mine. 


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 and CEO

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