Whetstone Minerals announces completion of acquisition

JERSEY, Channel Islands, United Kingdom, Sept. 15, 2011 /CNW/ - (TSX Venture: WMI) Whetstone Minerals Ltd. ("Whetstone") is pleased to announce that, further to its press release dated August 16, 2011, Whetstone has completed the acquisition of the outstanding share (the "Acquisition") of DGL Investments Number Five Mauritius ("DGL") from Duration Gold Limited ("Duration") in consideration for 27,142,857 common shares ("Whetstone Shares") of Whetstone issued at a deemed price of U.S.$0.175 per share to Duration.  DGL is a cell in a protected cell company named Clarity Capital Holdings (Mauritius) Limited PCC which is a single level entity that can divide its assets between the different cells in the protected cell company.

Following completion of the Acquisition, Duration, a body corporate organized under the laws of Jersey which is majority owned by Clarity Enterprises Limited ("CEL"), owns 72,142,857 Whetstone Shares, representing approximately 48.6% of the issued and outstanding Whetstone Shares, on a non-diluted basis. Allan Dolan, the Chairman and Interim Chief Executive Officer of Whetstone is a discretionary beneficiary of a trust which owns all of the issued and outstanding shares of CEL. Prior to the completion of the Acquisition, Allan Dolan and CEL collectively owned and controlled 58,088,324 Whetstone Shares (including 45,000,000 Whetstone Shares owned by Duration), representing approximately 47.9% of the then issued and outstanding Whetstone Shares, on a non-diluted basis.  As a result of the completion of the Acquisition, Allan Dolan and CEL now collectively own and control 85,231,181Whetstone Shares, representing approximately 57.4% of the presently issued and outstanding Whetstone Shares (including 72,142,857 Whetstone Shares owned by Duration), on a non-diluted basis. The Acquisition which constituted a non-arm's length acquisition under the policies of the TSX Venture Exchange ("TSXV") was approved by the disinterested shareholders of Whetstone at the annual and special meeting of Whetstone shareholders held earlier today. Whetstone also obtained minority approval of its shareholders for the Acquisition in accordance with Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions.

Further to its press release dated August 16, 2011, Whetstone intends to complete on or before September 30, 2011, a private placement of up to 27,142,857 Whetstone Shares at an issue price of U.S.$0.175 per Whetstone Share for maximum gross proceeds of U.S.$4.75 million (the "Private Placement").  Whetstone currently anticipates that it will use the proceeds of the Private Placement to fund exploration activities at its mineral properties and for general corporate purposes.

DGL Investments Number Five Mauritius

DGL indirectly owns, through its Zimbabwe subsidiaries, interests in mining claims comprising a mining project (the "Bembesi North Project") located in Matabeleland North, Zimbabwe, of which claims within the Bembesi North Project area are grouped into eight main groups knows as the Lui Claims Group, the W&B Claims Group, the Tiberius Claims Group, the Peter Pan Claims Group, the Sandy Claims Group, the Inunwa Claims Group, the Ferroro Claims Group and the Mabel's Luck Claims Group. Since its formation in February 2010, DGL has not conducted any operations or business other than its indirect acquisition of the interests in the mining claims comprising the Bembesi North Project.

The Bembesi North Project

The Bembesi North Project area is mineral rich and has a long history of mineral production of both precious and base metals, including gold.

RSC Consulting Ltd. ("RSC") has prepared a National Instrument 43-101 ("NI 43-101") technical report on the Bembesi North Project dated August 15, 2011, entitled "National Instrument 43-101 Technical Report Bembesi North Project, Zimbabwe" evaluating the Bembesi North Project (the "RSC Report"). René Sterk, Consulting Geologist and Director of RSC, the "Qualified Person" under NI 43-101 responsible for preparing the RSC Report, has reviewed and approved the information contained in this press release derived from the RSC Report.  A complete copy of the RSC Report is available for review on Whetstone's SEDAR profile at www.sedar.com.

According to the RSC Report, the mines in the Bembesi North Project area, the Hester, W&B, Tiberius, Peter Pan, Ferroro and Mabel's Luck mines have produced a total of 49,539 ounces of gold historically to date.

The Bembesi North Project area is located at the centre of the Bulawayo-Bubi Greenstone Belt in the west-central part of the Zimbabwe craton, which is the largest Archean greenstone belt in the Zimbabwe craton. The belt has been a major producer of gold since the beginning of modern mining in Zimbabwe, containing 16 mines that have produced one tonne or more of gold.

Several historic Mineral Resource and Reserve estimates have been completed by previous operators on the properties comprising the Bembesi Project, however RSC has not completed the work necessary to verify these historical Mineral Resource estimates. RSC therefore has not treated the previous Mineral Resource estimates as NI 43-101 compliant resources verified by a qualified person. Although the Bembesi North Project area will require further evaluation in due course, RSC believes that the previous historical results provide an indication of the potential of the properties and are relevant to ongoing exploration.

Forward-Looking Statements

In the interest of providing Whetstone shareholders and potential investors with information regarding Whetstone including management's assessment of the future plans and operations of Whetstone, certain statements contained in this press release constitute forward-looking statements or information (collectively "forward-looking statements") within the meaning of applicable securities legislation. Forward-looking statements are typically identified by words such as "anticipate", "continue", "estimate", "expect", "forecast", "may", "will", "project", "could", "plan", "intend", "should", "believe", "outlook", "potential", "target" and similar words suggesting future events or future performance. In particular, this press release contains, without limitation, forward-looking statements pertaining to the following: expectations of management regarding the proposed Acquisition, the Private Placement to be completed by Whetstone, including the use of proceeds thereof, and certain operational and business plans of Whetstone subsequent to completion of the Acquisition.

With respect to forward-looking statements contained in this press release, Whetstone has made assumptions regarding, among other things: future capital expenditure levels; future commodity prices; future gold production levels; future exchange rates and interest rates; the effect of certain legislative initiatives in Zimbabwe, including indigenization reforms on Whetstone; ability to obtain equipment in a timely manner to carry out development activities; the impact of increasing competition; the ability to obtain financing on acceptable terms. Although Whetstone believes that the expectations reflected in the forward looking statements contained in this press release, and the assumptions on which such forward-looking statements are made, are reasonable, there can be no assurance that such expectations will prove to be correct. Readers are cautioned not to place undue reliance on forward-looking statements included in this press release, as there can be no assurance that the plans, intentions or expectations upon which the forward-looking statements are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties that contribute to the possibility that the predictions, forecasts, projections and other forward-looking statements will not occur, which may cause Whetstone's actual performance and financial results in future periods to differ materially from any estimates or projections of future performance or results expressed or implied by such forward-looking statements. These risks and uncertainties include, among other things, the following: that the Private Placement may not close when planned or at all; the failure of Whetstone to obtain the necessary regulatory approvals required in order to proceed with the Private Placement; Whetstone's incorrect assessment of various legislative initiatives in Zimbabwe, including the effects of the indigenization reforms being enacted by the government of Zimbabwe on Whetstone; incorrect assessment of the value of the Acquisition; failure to realize the anticipated benefits of the Acquisition; failure to complete planned financing activities; general economic conditions in Canada, Zimbabwe and abroad. Readers are cautioned that this list of risk factors should not be construed as exhaustive.  Many of these risks and uncertainties are discussed under the heading "Risk Factors" in Appendix D to Whetstone's management proxy circular dated August 18, 2011 available on SEDAR at www.sedar.com. Additional risks and uncertainties that management may be unaware of may become important factors which affect Whetstone.

The forward-looking statements contained in this press release speak only as of the date of this press release. Except as expressly required by applicable securities laws, Whetstone does not undertake any obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this document are expressly qualified by this cautionary statement.

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.

SOURCE Whetstone Minerals Ltd.

For further information:

please contact the Corporation or Charles Vivian of Pelham Bell Pottinger:

Whetstone Minerals Ltd.
Allan Dolan, Chairman and Interim Chief Executive Officer
Phone:  +44 (77) 9697 3008
  Pelham Bell Pottinger
Charles Vivian
Phone:  +44 207 861 3126

To be added to Whetstone's private email list, please contact info@whetstoneminerals.com.

 

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Whetstone Minerals Ltd.

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