Whetstone Minerals announces completion of acquisition
September 15 2011 - 12:46PM
PR Newswire (Canada)
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
Copyright
Whetstone Minerals Ltd. (TSXV:WMI)
Historical Stock Chart
From May 2024 to Jun 2024
Whetstone Minerals Ltd. (TSXV:WMI)
Historical Stock Chart
From Jun 2023 to Jun 2024