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Feb 04, 2009
The Board of Directors of International Wayside Gold Mines Ltd. ("Wayside") is pleased to announce that Wayside and Cross Lake Minerals Ltd. ("Cross Lake") have entered into a non binding agreement in principle to purchase a subsidiary of Cross Lake, holding all of Cross Lake's interest in the QR Mine and Mill (collectively the "QR Mine & Mill") free and clear of all liens and encumbrances other than security interests in favor of the Province of British Columbia and certain secured creditors securing the obligations and certain royalty and back-in rights held (the "Sale Transaction"). In consideration of the transfer of the QR Mine & Mill, Wayside will issue to Cross Lake that number of shares of Wayside which represents 45% of all the outstanding voting shares and 99.9% of all the outstanding equity shares of Wayside, assume all ongoing obligations of Cross Lake in respect of the QR Mine & Mill including obligations to the Province of British Columbia, BC Hydro and other secured creditors and the 2% net profits royalty to Cross Lake in respect of all minerals extracted from the QR Mine.

Concurrently with the completion of the Sale Transaction, Wayside will transfer all of its properties, assets, liabilities and obligations (including the QR Mine & Mill) to a wholly-owned subsidiary "Newco" to be known as Barkerville Gold Mines Ltd. ("Barkerville") in exchange for shares of Barkerville (the "Barkerville Shares"); distribute the Barkerville Shares to the shareholders of Wayside (for greater clarity, excluding Cross Lake) on the basis of one Barkerville 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; and change its name to a new name designated by Cross Lake (the "Spin-Off Transaction").

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 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, and Barkerville will enter into a definitive agreement for the provision of mining services to the QR Mine on mutually acceptable terms. The Transactions will close at a mutually acceptable date as agreed upon by the parties.

Wayside is also pleased to announce that it has entered into a non-brokered private placement of up to 10,000,000 units at a purchase price of $0.30 per unit for gross proceeds of $3,000,000. Each unit will consist of one common share and ½ a share purchase warrant entitling the investor to purchase an additional common share for each full warrant at a price of $0.50 per share for a six month period. A finder's fee of 7% of the gross proceeds in cash and bonus warrants will be paid to registered security dealers in connection with the financing.

Additionally, Wayside has received conditional acceptance by the TSX Venture Exchange for the acquisition of Golden Cariboo Resources Ltd.'s land package at the Cariboo Gold Project (see "News Release 08-12", August 29, 2008). Golden Cariboo's tenure covers a total area of approximately 27,605 hectares southeast and contiguous to the lands containing Waysides' proposed Bonanza Ledge 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.


ON BEHALF OF THE BOARD OF DIRECTORS


"J. Frank Callaghan"

J. Frank Callaghan
President and CEO



This News Release contains forward-looking statements regarding the timing and upcoming programs. Actual results may differ materially from those currently anticipated in such statements. The TSX Venture Exchange has neither approved nor disapproved of the information contained herein. The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release.
 


*please refer to cautionary note