CALGARY, Apr 8, 2011 (Canada NewsWire via COMTEX News Network) --
(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.
.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.
.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"). Ren? 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:
https://www.newswire.ca/en/releases/archive/April2011/08/c2767.html
SOURCE: Whetstone Minerals Inc.
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