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International Wayside Gold Mines Ltd. Announces New Property Option Agreement for the Cariboo Gold Project; Financing Arranged with First Associates Investments Inc.


Business Editors

VANCOUVER, British Columbia--(BUSINESS WIRE)--Aug. 25, 2003

The Board of Directors of International Wayside Gold Mines Ltd. (Wayside) (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
TSX True Space Extension
 VENTURE:IWA IWA International Water Association
IWA International Webmasters Association
IWA Inland Waterways Association (UK)
IWA International Windsurfing Association
IWA Williams-Gateway Airport
) wish to report that a new Property Option Agreement (the "Agreement") with Mosquito mosquito (məskē`tō), small, long-legged insect of the order Diptera, the true flies. The females of most species have piercing and sucking mouth parts and apparently they must feed at least once upon mammalian blood before their eggs can  Consolidated Gold Mines Ltd. ("Mosquito") for the Cariboo Gold Project has been signed. The Directors are also pleased to report that a private placement of up to 2,000 debentures ("the Debentures") at the price of $1,000 per debenture debenture (dəbĕn`chər), document acknowledging indebtedness. In Great Britain a debenture is practically the same as a bond, and debenture stock is similar to preferred stock.  has been arranged with First Associates Investments Inc., ("First Associates") to raise $2,000,000 (the "Principle Amount").

On October 3, 1994, Mosquito and Wayside entered into an option agreement (the "First Option Agreement") pursuant to which Mosquito granted Wayside the exclusive option to acquire a 50% interest in and to the Cariboo Gold Quartz Mineral Claims. By agreement dated January 25, 1999, amended by agreement dated January 24, 2002 (the "Second Option Agreement"), Mosquito granted to Wayside the exclusive option to acquire the remaining 50% interest in and to the Cariboo Gold Quartz Mineral Claims and 100% of the Island Mountain Mineral Claims and the Mosquito Creek Mosquito Creek may refer to:
  • Mosquito Creek (Iowa), a tributary of the Missouri River
  • Mosquito Creek (Pennsylvania), a tributary of the West Branch Susquehanna River
 Mineral Claims (collectively the "Properties").

The Agreement replaces the Second Option Agreement between Wayside and Mosquito. Pursuant to the Agreement, Mosquito has granted Wayside the exclusive option to acquire the remaining 50% interest in and to the Cariboo Gold Quartz Mineral Claims and 100% of the Island Mountain Mineral Claims and the Mosquito Creek Mineral Claims (the "Option") on the following terms.

The Agreement does not include placer mining placer mining: see mining.
placer mining

Oldest method of recovering gold from alluvial deposits. It takes advantage of gold's high density, which causes it to sink more rapidly from moving water than the lighter siliceous materials with which it is
 rights on "F Granted claims" known as: 20F Olivier, 30F Alabama Co., 38F Farmer Co., 39F Never Sweat Co., which are retained by Mosquito. These placer mining rights give Mosquito the sole and exclusive right to placer mine. Should Mosquito wish to sell the placer mining rights on the F Granted claims then Wayside will have first right of refusal to purchase the F Granted claims.

The mill, all buildings and hoist hoist: see winch.  located on the Mosquito Creek mineral claims will be included as part of the Properties.

Wayside will have the exclusive right to extract at any time prior to the exercise of the Option, a bulk sample (the "Bulk Sample") from the Properties in two stages, subject to the following terms and conditions:

The initial stage of the bulk sampling program ("Stage 1") will involve the extraction of not more than 40,000 tons of sample material or the recovery of not more that 15,000 ounces of refined gold, whichever is achieved first;

Provided that at least 15,000 ounces of contained gold in a "probable mineral reserve" (as that term is defined in National Instrument 43-101) have been added to the probable "Bonanza Bonanza

saga of the Cartwright family. [TV: Terrace, I, 111–112]

See : Wild West
 Ledge" mineral reserve disclosed in the Preliminary Assessment Report by David J David J. Haskins (b. April 24, 1957, in Northampton, England) is a British alternative rock musician. He was the bassist for the seminal gothic rock band Bauhaus. Life and work . Pow dated April 8, 2003 (Table-11.2), Wayside will be entitled en·ti·tle  
tr.v. en·ti·tled, en·ti·tling, en·ti·tles
1. To give a name or title to.

2. To furnish with a right or claim to something:
 to extract the second stage ("Stage 2") of the Bulk Sample;

Stage 2 will involve the extraction of not more than 40,000 tons of sample material or the recovery of not more that 15,000 ounces of refined gold, whichever is achieved first;

Mosquito will be entitled to receive a royalty (the "Bulk Sample Royalty") of 5% of net smelter returns derived from the Bulk Sample. Upon exercise of the Option, Mosquito's royalty will revert to a 3% net smelter return.

After 5,000 ounces of refined gold have been recovered from the Bulk Sample, Mosquito, in addition to the Bulk Sample Royalty, as defined below, will be entitled to receive $100 for each additional ounce of refined gold recovered from the Bulk Sample, and all of such payments received by Mosquito will be deducted from the cash payments required to exercise the Option as outlined below.

On exercise of the Option, Wayside will become responsible for a 10% net profits interest ("NPI NPI National Provider Identifier, see there ") payable under the First Option Agreement, which Wayside can negotiate to purchase from the holder at any time. Should Wayside purchase the NPI and not exercise the Option, the NPI interest will be cancelled and become part of the Properties and any expenditure to purchase the NPI will be credited to the exploration expenditure obligations of the Wayside under the First Option Agreement.

The costs and expenses incurred by Wayside in the course of carrying out Bulk Sample on the Properties will not be applied as a credit to the total exploration and development expenditures incurred by the Wayside pursuant to the First Option Agreement, with the exception of costs incurred in tunneling tunneling, quantum-mechanical effect by which a particle can penetrate a barrier into a region of space that would be forbidden by ordinary classical mechanics. .

In order to exercise the Option, Wayside must make the following cash payments to Mosquito:

$ 50,000, on the signing of the Agreement;

$ 450,000 on or before September 15, 2003,

$ 500,000 on or before August 31, 2004;

$ 500,000 on or before August 31, 2005;

$ 500,000 on or before August 31, 2006; and,

$ 3,500,000 on or before December 31, 2006.

Prior to and as a condition of the exercise of the Option, Wayside will at its own cost carry out all operations necessary to maintain the Properties and the existing permits in good standing. Additionally, Wayside will be responsible for satisfying all outstanding environmental and reclamation compliance issues resulting from previous operations on the Properties including those of the Vendor prior to the date of the First Option Agreement, which expenses will be included as exploration expenses under the First Option Agreement.

The Debentures are unsecured but will rank ahead of all equity and outstanding debt of Wayside. The Debentures will have a 6 month term (the "Maturity Date") and will be interest free until the Maturity Date. A bonus of 20% of the Principle Amount is payable to the debenture holders ("Bonus") at the Maturity Date. If the Debentures are not repaid by the Maturity Date, interest will become payable from the Maturity Date at an annual rate of 25% of the outstanding Principle Amount and Bonus, compounded monthly. Ten days prior to the Maturity Date or within 10 days of receipt of a notice of repayment, whereby Wayside may elect to pay the Principle Amount and Bonus prior to the Maturity Date, the holders of the Debentures may elect to be repaid the Principle and Bonus in either cash or gold bullion Gold bullion

Investment-grade, pure gold, which may be smelted into gold coins or gold bars.
 bars at a price of US$355.00 per troy ounce Noun 1. troy ounce - a unit of apothecary weight equal to 480 grains or one twelfth of a pound
apothecaries' ounce, ounce

troy unit - any of the unit of the troy system of weights
, or any combination thereof. Subscribers of the Debentures will also receive share purchase warrants (the "Warrants") on the basis of 2,000 warrants for each Debenture purchased. Each Warrant will entitle the holder to purchase a common share of Wayside at an exercise price of $0.15 per common share for a period of 18 month from the date of closing the debenture offering.

For arranging the financing, First Associates will be entitled to 7.5% of the Principle Amount of the Debentures and options to purchase up to 1,250,000 common shares of Wayside at a price of $0.15 per common share for a period of 18 months from the closing of the debenture offering. $450,000 of the net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of this financing will be paid to Mosquito pursuant to the Agreement and the balance of the net proceeds will be used to conduct Stage 1 of the Bulk Sample.

The Cariboo Gold Project now encompasses the former producing Cariboo Gold Quartz mine, and the Hardscrabble hard·scrab·ble  
adj.
Earning a bare subsistence, as on the land; marginal: the sharecropper's hardscrabble life.

n.
Barren or marginal farmland.

Adj. 1.
 Tungsten tungsten (tŭng`stən) [Swed.,=heavy stone], metallic chemical element; symbol W; at. no. 74; at. wt. 183.85; m.p. about 3,410°C;; b.p. 5,660°C;; sp. gr. 19.3 at 20°C;; valence +2, +3, +4, +5, or +6.  mine on International Wayside Gold Mines Ltd. property, jointly held with Island Mountain Gold Mines Ltd., the Aurum, Island Mountain, and the Mosquito Creek Gold Mine (now on care and maintenance), the Cariboo Hudson Gold & Silver mine and Cariboo Thompson Gold & Silver mine on Golden Cariboo Resources Ltd. property. The Cariboo Gold Project's land holdings now cover approximately 462.689 square kilometers or 178 square miles A square mil is a unit of area, equal to the area of a square with sides of length one mil. A mil is one thousandth of an international inch. This unit of area is usually used in specifying the area of the cross section of a wire or cable.  covering 57 km (34 miles) in length and over 8 km (5 miles) in width. In the Cariboo Gold Project area, 79 creeks have reported placer gold production. Recorded production from the area was 3.8 million ounces of gold (2.6 million ounces was placer and 1.2 million ounces was lode).

ON BEHALF OF THE DIRECTORS

J. FRANK CALLAGHAN, President

The TSX Venture Exchange TSX Venture Exchange

Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors.
 has not reviewed this news release and takes no responsibility for the information contained herein.
COPYRIGHT 2003 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2003, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Aug 25, 2003
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