Whetstone Minerals Ltd. (TSXV:WMI)
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JERSEY, Channel Islands, United Kingdom, Sept. 15, 2011 /CNW/ --
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.
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/September2011/15/c3745.html
p please contact the Corporation or Charles Vivian of Pelham Bell Pottinger: /p table tr valign="top" td valign="top" align="left" Whetstone Minerals Ltd.br/ Allan Dolan, Chairman and Interim Chief Executive Officerbr/ Phone: +44 (77) 9697 3008 /td td align="right" /td td valign="top" align="left" Pelham Bell Pottingerbr/ Charles Vivianbr/ Phone: +44 207 861 3126 /td /tr /table p iTo be added to Whetstone's private email list, please contact /ia href="mailto:info@whetstoneminerals.com"iinfo@whetstoneminerals.com/i/a. /p p /p