WHETSTONE MINERALS ANNOUNCES PROPOSED ACQUISITION AND FINANCING

CALGARY, Nov. 2 /CNW/ - (TSX Venture: WMI) November 2, 2010 - Whetstone Minerals Ltd. ("Whetstone") is pleased to announce that it has entered into share purchase agreement (the "Acquisition Agreement") with Duration Gold Limited ("Duration") to acquire the issued and outstanding share (the "Acquisition") of DGL Investments Number Four Mauritius ("DGL").  DGL is a cell in a protected cell company named Clarity Capital Holdings (Mauritius) Limited PCC (the "Mauritius PCC") which is a single level entity that can divide its assets between the different cells in the protected cell company.

DGL is currently wholly-owned by Duration, a body corporate organized under the laws of Jersey which is majority owned by Clarity Enterprises Limited ("CEL"). 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. CEL also owns and controls 12,910,449 common shares of Whetstone ("Whetstone Shares"), representing approximately 49.1% of the presently issued and outstanding Whetstone Shares.  As such, the Acquisition will constitute a non-arm's length acquisition under the policies of the TSX Venture Exchange ("TSXV") and will be subject to disinterested shareholder approval at an upcoming annual and special meeting of Whetstone shareholders scheduled for December 1, 2010 (the "Meeting"). Accordingly, none of the Whetstone Shares owned or controlled by Allan Dolan or any of his associates or affiliates (including CEL) will be entitled to vote on the resolution approving the Acquisition at the Meeting.

DGL Investments Number Four Mauritius

DGL indirectly owns, through its 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 grouped into three main groups knows 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

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 will be 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.

The Acquisition

Pursuant to the terms of the Acquisition Agreement, Whetstone will acquire the issued and outstanding share of DGL from Duration in consideration for the issuance by Whetstone to Duration of 45,000,000 Whetstone Shares at a deemed issued price of $0.10 per Whetstone Share. Following the Acquisition, Duration will hold approximately 37.1% of the outstanding Whetstone Shares (on a non-diluted basis), assuming 50,000,000 Whetstone Shares are issued pursuant to the Private Placement (as defined and discussed below). 

The Acquisition Agreement is subject to, among other things, the receipt of all necessary shareholder and other regulatory approvals (including TSXV approval) as well as the completion of a private placement financing of not less than 50,000,000 Whetstone Shares at an issue price of $0.10 per Whetstone Share (the "Private Placement").

Provided that each of the Acquisition and Private Placement are approved at the Meeting, Whetstone intends to nominate Mr. Ndabezinhle N. Moyo as a director of the Corporation at the Meeting, in addition to the current directors of the Corporation (being Allan Dolan, Frank Moxon and Robert Stan). Mr. Moyo, a Chartered Accountant by training, is a current director of Aucyn Capital Investments, an investment and advisory company with a focus on Southern Africa.

Minority Approval

In addition to the requirements of the TSXV, the Acquisition will also be considered a "related party transaction" pursuant to Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101"). As such, Whetstone shall not carry out the Acquisition unless it has also obtained minority approval for the transaction in accordance with MI 61-101.  For the purposes of MI 61-101, minority approval is determined by excluding the votes attached to Whetstone Shares that, to the knowledge of Whetstone or any interested party or their respective directors or senior officers, after reasonably inquiry, are beneficially owned or over which control or direction is exercised by: (i) Whetstone; (ii) an interested party in the transaction: (iii) a "related party" of an interested party in the transaction; and (iv) a joint actor of any of the foregoing persons.  Specifically, Mr. Dolan and CEL beneficially own or control 13,088,324 Whetstone Shares.  As such, a total of 13,088,324 Whetstone Shares, representing approximately 49.8% of the issued and outstanding Whetstone Shares, will be withheld from voting at the Meeting in accordance with MI 61-101.  Whetstone is exempt from the formal valuation requirement under MI 61-101 in respect of the Acquisition based on reliance on the exemption in MI 61-101 at Section 5.5(b) thereof as no securities of Whetstone are listed or quoted on the Toronto Stock Exchange, the New York Stock Exchange, the American Stock Exchange, the NASDAQ Stock Market, or a stock exchange outside of Canada and the United States.

The Private Placement

Whetstone intends to complete the Private Placement which is a condition precedent to the completion of the Acquisition. Whetstone currently anticipates that Audley European Opportunities Master Fund Limited, a Guernsey hedge fund regulated by the Guernsey Financial Services Commission ("Audley"), will subscribe for 30,000,000 Whetstone Shares in connection with the Private Placement.  It is anticipated that the issuance of 30,000,000 Whetstone Shares to Audley will result in Audley holding Whetstone Shares exceeding 20% of the total issued and outstanding Whetstone Shares, on non-diluted basis, subsequent to the completion of each of the Acquisition and the Private Placement (assuming 45,000,000 Whetstone Shares are issued pursuant to the Acquisition and 50,000,000 Whetstone Shares are issued pursuant to the Private Placement).

As such, in accordance with the rules and policies of the TSXV, the issuance and sale by the Corporation of the 30,000,000 Whetstone Shares to Audley must be approved by a majority of the votes cast by disinterested shareholders of Whetstone at the Meeting. Consequently, any votes attached to the Whetstone Shares held by Audley, and its associates or affiliates, are excluded from the calculation of such approval of the Private Placement at the Meeting.  As Whetstone has been advised by Audley that neither Audley nor any of its associates, affiliates or joint actors own any Whetstone Shares, it is anticipated that all shareholders of Whetstone will be entitled to vote on the resolution approving the Private Placement.  In addition, Whetstone has been advised that none of its insiders, including Allan Dolan, CEL or any of their respective associates, affiliates or joint actors, are expected to subscribe to the Private Placement.

It is currently contemplated that the proceeds of the Private Placement will be used by Whetstone to fund exploration and development activities at its mineral properties and for general corporate purposes.

Whetstone anticipates it will mail an information circular to its shareholders in connection with the Meeting in early November and hopes to close each of the Acquisition and the Private Placement shortly after the receipt of all necessary shareholder and other regulatory approvals.

In connection with the completion of the Private Placement, Whetstone plans to inter-list the Whetstone Shares on the Zimbabwe Stock Exchange which, if completed, would make Whetstone the first dual listed mineral exploration company in Zimbabwe in a number of years.

The Whetstone Shares remain halted from trading on the TSXV pending receipt of acceptable documentation by the TSXV.

Whetstone is also pleased to announce that it has appointed Johannes Koen as Interim Chief Financial Officer of Whetstone.  Mr. Koen completed a B. Comm.Hons in financial accounting and financial management from the University of Pretoria in 1989 and completed his Articles with KPMG, Chartered Accountants, in 1993.

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, including the timing of completion of the Acquisition, financing activities to be conducted by Whetstone in connection with the Acquisition, including the Private Placement and the use of proceeds thereof, the mailing of an information circular in connection with seeking shareholder approval of, among other things, the Acquisition and the Private Placement, and certain operational and business plans of Whetstone subsequent to completion of the Acquisition and the Private Placement.

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: that the Acquisition and the Private Placement may not close when planned or at all or on the terms and conditions set forth herein; the failure of Whetstone to obtain the necessary shareholder, regulatory and other third party approvals required in order to proceed with the Acquisition and the Private Placement; 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.

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.

For further information:

For further information please contact the Corporation or Charles Vivian of Pelham Bell Pottinger:

Whetstone Minerals Ltd.                                                           

Allan Dolan, Chairman and Interim President and Chief Executive Officer
Phone:  [phone]

Pelham Bell Pottinger

Charles Vivian
Phone:  [phone]

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