WHETSTONE MINERALS ANNOUNCES COMPLETION OF ACQUISITION AND CONCURRENT U.S.$5.0 MILLION FINANCING
2011年4月9日 - 4:57AM
PR Newswire (Canada)
CALGARY, April 8 /CNW/ -- CALGARY, April 8 /CNW/ - (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.$0.10 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.$0.10 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").
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 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:
http://www.newswire.ca/en/releases/archive/April2011/08/c2767.html
p please contact the Corporation or Charles Vivian of Pelham Bell
Pottinger: /p table border="0" valign="top" tr td Whetstone
Minerals Ltd.br/ Allan Dolan, Chairman and Interim Presidentbr/ and
Chief Executive Officerbr/ Phone: +44 (77) 9697 3008 /td td
align="left" Pelham Bell Pottingerbr/ Charles Vivianbr/ Phone: +44
207 861 3126 /td /tr tr td /td /tr tr td To be added to
Whetstone's private email list, please contact a cr="true"
href="mailto:info@whetstoneminerals.com"info@whetstoneminerals.com/a.
/td /tr /table
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