Whetstone Minerals Ltd. (TSXV:WMI)
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CALGARY, April 8 /CNW/ --
CALGARY, April 8 /CNW/ - (TSX Venture: WMI) Whetstone Minerals Ltd. ("Whetstone") is pleased to announce that, further to its recent press releases
(including the press release dated April 1, 2011), Whetstone has
completed the acquisition of the outstanding share (the "Acquisition") of DGL Investments Number Four Mauritius ("DGL") from Duration Gold Limited ("Duration") in consideration for
45,000,000 common shares ("Whetstone Shares") of Whetstone issued at a deemed price of U.S.$0.10 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 and the concurrent Private
Placement (as defined below), Duration, a body corporate organized
under the laws of Jersey which is majority owned by Clarity Enterprises
Limited ("CEL"), owns 45,000,000 Whetstone Shares, representing approximately 37.1%
of the issued and outstanding Whetstone Shares, on a non-diluted basis.
Mr. Allan Dolan, the Chairman and interim President and 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 and the Private Placement described
below, Allan Dolan and CEL collectively owned and controlled 13,088,324
Whetstone Shares, representing approximately 49.7% of the then issued
and outstanding Whetstone Shares, on a non-diluted basis. As a result
of the completion of the Acquisition and the Private Placement
described below, Allan Dolan and CEL now collectively own and control
58,088,324 Whetstone Shares, representing approximately 47.9% of the
presently issued and outstanding Whetstone Shares, 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 on December
1, 2010 (the "Meeting"). 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.
In connection with the completion of the Acquisition, Whetstone
completed the issuance of 50,000,000 Whetstone Shares at an issue price
of U.S.$0.10 per Whetstone Share for aggregate gross proceeds of U.S.$5
million (the "Private Placement"). Whetstone currently anticipates that it will use the proceeds of the
Private Placement to fund exploration and development activities at its
mineral properties and for general corporate purposes. Audley European
Opportunities Master Fund Limited, a Guernsey hedge fund regulated by
the Guernsey Financial Services Commission ("Audley"), subscribed for 30,000,000 Whetstone Shares pursuant to the Private
Placement, representing approximately 24.7% of the issued and
outstanding Whetstone Shares, on non-diluted basis, subsequent to the
completion of each of the Acquisition and the Private Placement. In
accordance with the rules and policies of the TSXV, the issuance and
sale by Whetstone of the 30,000,000 Whetstone Shares to Audley was
approved by a majority of the votes cast by disinterested shareholders
of Whetstone at the Meeting.
Whetstone is also pleased to announce that, following completion of the
Acquisition and the Private Placement, Ndabezinhle N. Moyo and Julian
Treger have been appointed to the Board of Directors of Whetstone. Mr.
Moyo is Director of Aucyn Capital Investments, an investment and
advisory company with a focus on Southern Africa. Mr. Treger is
principal of the Audley hedge and private equity funds which have $1
billion under management and include products specialising in mining
stocks. He has over 20 years experience of adding value to companies
via positive engagement and his family comes from Bulawayo, Zimbabwe.
The Bembesi Project
Following the Acquisition, Whetstone indirectly owns, through DGL's
wholly-owned Zimbabwe subsidiary, interests in mining claims comprising
a mining project (the "Bembesi Project") located in Matabeleland North, Zimbabwe, of which claims within the
Bembesi Project area are divided into three main groups known as the
Durban Claims Group, the Sunace Claims Group and the Charliesona 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 Project.
The Bembesi 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 Project dated October 2010, entitled
"National Instrument 43-101 Technical Report Bembesi Project, Zimbabwe"
evaluating the Durban Claims Group, the Sunace Claims Group and the
Charliesona Claims Group (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 news 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 Durban Claims Group, the Sunace Claims
Group and the Charliesona Claims Group have reported historical gold
production totals of 56,700 ounces, 262,200 ounces and 47,900 ounces of
gold, respectively.
The Bembesi 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 each produced one tonne
(32,150 ounces) 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 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.
Whetstone anticipates that the Whetstone Shares will recommence trading
on the TSXV on or about April 11, 2011.
Whetstone also announced that it has inter-listed the Whetstone Shares
on the Xetra trading system as well as on the floor of the Frankfurt
Stock Exchange.
Whetstone is also pleased to announce that Fred Davidson, the Corporate
Secretary of Whetstone, has been appointed as Interim Chief Financial
Officer of Whetstone.
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 Acquisition,
the use of proceeds of the Private Placement, and certain operational
and business plans of Whetstone.
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; 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: incorrect assessment of the value of
the Acquisition; failure to realize the anticipated benefits of the
Acquisition; and general economic and political conditions in Canada,
Zimbabwe and abroad. Readers are cautioned that this list of risk
factors should not be construed as exhaustive. These risk factors are
discussed in Whetstone's information circular - proxy statement dated
November 2, 2010, as filed with Canadian securities regulatory
authorities.
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.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/April2011/08/c2767.html
p please contact the Corporation or Charles Vivian of Pelham Bell Pottinger: /p table border="0" valign="top" tr td Whetstone Minerals Ltd.br/ Allan Dolan, Chairman and Interim Presidentbr/ and Chief Executive Officerbr/ Phone: +44 (77) 9697 3008 /td td align="left" Pelham Bell Pottingerbr/ Charles Vivianbr/ Phone: +44 207 861 3126 /td /tr tr td /td /tr tr td To be added to Whetstone's private email list, please contact a cr="true" href="mailto:info@whetstoneminerals.com"info@whetstoneminerals.com/a. /td /tr /table