Jersey, Channel Islands, United Kingdom
(TSX Venture: WMI) September 15, 2011 - 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.
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.
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.

