Whetstone Minerals announces completion of acquisition

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:  [phone] /td td align="right"   /td td valign="top" align="left" Pelham Bell Pottingerbr/ Charles Vivianbr/ Phone:  [phone] /td /tr /table p iTo be added to Whetstone's private email list, please contact /ia href="mailto:[e-mail]"[e-mail]/i/a. /p p   /p 

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