WHETSTONE MINERALS ANNOUNCES PROPOSED ACQUISITION AND FINANCING

CALGARY, Nov. 2 /CNW/ -- 
CALGARY, Nov. 2 /CNW/ - (TSX Venture: WMI) November 2, 2010 - Whetstone
 Minerals Ltd. ("Whetstone") is pleased to announce that it has entered into share purchase
 agreement (the "Acquisition Agreement") with Duration Gold Limited ("Duration") to acquire the issued and outstanding share (the "Acquisition") of DGL Investments Number Four Mauritius ("DGL").  DGL is a cell in a protected cell company named Clarity Capital
 Holdings (Mauritius) Limited PCC (the "Mauritius PCC") which is a single level entity that can divide its assets between the
 different cells in the protected cell company.


DGL is currently wholly-owned by Duration, a body corporate organized
 under the laws of Jersey which is majority owned by Clarity Enterprises
 Limited ("CEL"). 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. CEL
 also owns and controls 12,910,449 common shares of Whetstone ("Whetstone Shares"), representing approximately 49.1% of the presently issued and
 outstanding Whetstone Shares.  As such, the Acquisition will constitute
 a non-arm's length acquisition under the policies of the TSX Venture
 Exchange ("TSXV") and will be subject to disinterested shareholder approval at an
 upcoming annual and special meeting of Whetstone shareholders scheduled
 for December 1, 2010 (the "Meeting"). Accordingly, none of the Whetstone Shares owned or controlled by
 Allan Dolan or any of his associates or affiliates (including CEL) will
 be entitled to vote on the resolution approving the Acquisition at the
 Meeting.


DGL Investments Number Four Mauritius


DGL indirectly owns, through its 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 grouped into three main groups knows 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 


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 will be
 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.


The Acquisition


Pursuant to the terms of the Acquisition Agreement, Whetstone will
 acquire the issued and outstanding share of DGL from Duration in
 consideration for the issuance by Whetstone to Duration of 45,000,000
 Whetstone Shares at a deemed issued price of $0.10 per Whetstone Share.
 Following the Acquisition, Duration will hold approximately 37.1% of
 the outstanding Whetstone Shares (on a non-diluted basis), assuming
 50,000,000 Whetstone Shares are issued pursuant to the Private
 Placement (as defined and discussed below). 


The Acquisition Agreement is subject to, among other things, the receipt
 of all necessary shareholder and other regulatory approvals (including
 TSXV approval) as well as the completion of a private placement
 financing of not less than 50,000,000 Whetstone Shares at an issue
 price of $0.10 per Whetstone Share (the "Private Placement").


Provided that each of the Acquisition and Private Placement are approved
 at the Meeting, Whetstone intends to nominate Mr. Ndabezinhle N. Moyo
 as a director of the Corporation at the Meeting, in addition to the
 current directors of the Corporation (being Allan Dolan, Frank Moxon
 and Robert Stan). Mr. Moyo, a Chartered Accountant by training, is a
 current director of Aucyn Capital Investments, an investment and
 advisory company with a focus on Southern Africa.


Minority Approval


In addition to the requirements of the TSXV, the Acquisition will also
 be considered a "related party transaction" pursuant to Multilateral
 Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, Whetstone shall not carry out the Acquisition unless it has
 also obtained minority approval for the transaction in accordance with
 MI 61-101.  For the purposes of MI 61-101, minority approval is
 determined by excluding the votes attached to Whetstone Shares that, to
 the knowledge of Whetstone or any interested party or their respective
 directors or senior officers, after reasonably inquiry, are
 beneficially owned or over which control or direction is exercised by:
 (i) Whetstone; (ii) an interested party in the transaction: (iii) a
 "related party" of an interested party in the transaction; and (iv) a
 joint actor of any of the foregoing persons.  Specifically, Mr. Dolan
 and CEL beneficially own or control 13,088,324 Whetstone Shares.  As
 such, a total of 13,088,324 Whetstone Shares, representing
 approximately 49.8% of the issued and outstanding Whetstone Shares,
 will be withheld from voting at the Meeting in accordance with MI
 61-101.  Whetstone is exempt from the formal valuation requirement
 under MI 61-101 in respect of the Acquisition based on reliance on the
 exemption in MI 61-101 at Section 5.5(b) thereof as no securities of
 Whetstone are listed or quoted on the Toronto Stock Exchange, the New
 York Stock Exchange, the American Stock Exchange, the NASDAQ Stock
 Market, or a stock exchange outside of Canada and the United States.


The Private Placement


Whetstone intends to complete the Private Placement which is a condition
 precedent to the completion of the Acquisition. Whetstone currently
 anticipates that Audley European Opportunities Master Fund Limited, a
 Guernsey hedge fund regulated by the Guernsey Financial Services
 Commission ("Audley"), will subscribe for 30,000,000 Whetstone Shares in connection with
 the Private Placement.  It is anticipated that the issuance of
 30,000,000 Whetstone Shares to Audley will result in Audley holding
 Whetstone Shares exceeding 20% of the total issued and outstanding
 Whetstone Shares, on non-diluted basis, subsequent to the completion of
 each of the Acquisition and the Private Placement (assuming 45,000,000
 Whetstone Shares are issued pursuant to the Acquisition and 50,000,000
 Whetstone Shares are issued pursuant to the Private Placement).


As such, in accordance with the rules and policies of the TSXV, the
 issuance and sale by the Corporation of the 30,000,000 Whetstone Shares
 to Audley must be approved by a majority of the votes cast by
 disinterested shareholders of Whetstone at the Meeting. Consequently,
 any votes attached to the Whetstone Shares held by Audley, and its
 associates or affiliates, are excluded from the calculation of such
 approval of the Private Placement at the Meeting.  As Whetstone has
 been advised by Audley that neither Audley nor any of its associates,
 affiliates or joint actors own any Whetstone Shares, it is anticipated
 that all shareholders of Whetstone will be entitled to vote on the
 resolution approving the Private Placement.  In addition, Whetstone has
 been advised that none of its insiders, including Allan Dolan, CEL or
 any of their respective associates, affiliates or joint actors, are
 expected to subscribe to the Private Placement.


It is currently contemplated that the proceeds of the Private Placement
 will be used by Whetstone to fund exploration and development
 activities at its mineral properties and for general corporate
 purposes.


Whetstone anticipates it will mail an information circular to its
 shareholders in connection with the Meeting in early November and hopes
 to close each of the Acquisition and the Private Placement shortly
 after the receipt of all necessary shareholder and other regulatory
 approvals.


In connection with the completion of the Private Placement, Whetstone
 plans to inter-list the Whetstone Shares on the Zimbabwe Stock Exchange
 which, if completed, would make Whetstone the first dual listed mineral
 exploration company in Zimbabwe in a number of years.


The Whetstone Shares remain halted from trading on the TSXV pending
 receipt of acceptable documentation by the TSXV.


Whetstone is also pleased to announce that it has appointed Johannes
 Koen as Interim Chief Financial Officer of Whetstone.  Mr. Koen
 completed a B. Comm.Hons in financial accounting and financial
 management from the University of Pretoria in 1989 and completed his
 Articles with KPMG, Chartered Accountants, in 1993.


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, including the timing of completion of the Acquisition,
 financing activities to be conducted by Whetstone in connection with
 the Acquisition, including the Private Placement and the use of
 proceeds thereof, the mailing of an information circular in connection
 with seeking shareholder approval of, among other things, the
 Acquisition and the Private Placement, and certain operational and
 business plans of Whetstone subsequent to completion of the Acquisition
 and the Private Placement.


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: that the Acquisition and the Private
 Placement may not close when planned or at all or on the terms and
 conditions set forth herein; the failure of Whetstone to obtain the
 necessary shareholder, regulatory and other third party approvals
 required in order to proceed with the Acquisition and the Private
 Placement; 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.


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/November2010/02/c8313.html



pFor further information please contact the Corporation or Charles Vivian  of Pelham Bell Pottinger:/p pWhetstone Minerals Ltd.                                                            /p pAllan Dolan, Chairman and Interim President and Chief Executive Officerbr/ Phone:  [phone]/p pPelham Bell Pottinger/p pCharles Vivianbr/ Phone:  [phone]/p piTo be added to Whetstone's private email list, please contact/ia href="mailto:[e-mail]"[e-mail]/a /p

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