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Message: Board Describes Offer As Inadequate; Urges Shareholders Not To Tender

Board Describes Offer As Inadequate; Urges Shareholders Not To Tender

posted on May 27, 2008 10:32AM
Board Describes Offer As Inadequate; Urges Shareholders Not To Tender

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 27, 2008) - Western Prospector Group Ltd. (TSX VENTURE:WNP) -

Western Prospector will hold a conference call with live audio webcast on Tuesday, May 27 at 10 am EDT. Investors and analysts who wish to ask questions can call +416-644-3417 or +1-800-732-1073. To access the simultaneous webcast, log on to Western Prospector's website at www.westernprospector.com. Please note the webcast allows participants to listen only.

Western Prospector Group Ltd. today urged its shareholders to reject and not tender their shares to the unsolicited takeover bid by Khan Resources Inc.

The recommendation is contained in a Directors' Circular filed with Canadian securities regulatory authorities in response to the Khan bid. The Circular was filed on SEDAR and was concurrently posted to Western's website at www.westernprospector.com.

The Khan bid, announced May 12, 2008, offers 0.685 of a Khan common share for each Western share. There is no cash component to the bid, which expires on June 20, 2008.

"Our Board of Directors believes the Khan offer is inadequate and fails to reflect the true value of Western relative to Khan," said Eric Bohren, President and CEO of Western. "It is an opportunistic attempt by Khan to acquire Western prior to release of its feasibility study and completion of its strategic partnering program, which Western made public prior to the Khan offer. In fact, Western is much further advanced toward a production decision than Khan, which is one of the reasons why Khan needs Western much more than Western needs Khan."

In making its recommendation, the Board considered many factors, including the recommendation of the Special Committee of independent Directors and a written inadequacy opinion from its financial advisor, National Bank Financial Inc. The opinion states that the consideration provided under the Khan Offer is inadequate, from a financial point of view, to the shareholders of Western.

The Circular also details other reasons why the offer is unattractive, including:

- The share exchange ratio under the Khan offer does not reflect relative merits of Western's assets compared to Khan's assets;

- The offer does not reflect the underlying value of Western's assets;

- The complexity of Khan's ownership structure could be detrimental to the value realized by Western shareholders;

- Synergies of the combined entity are overstated and would accrue mostly to Khan;

- The offer is timed opportunistically to disadvantage Western shareholders;

- Khan shares are historically volatile, of uncertain value and thinly traded;

- Khan is seeking to gain control of Western without paying an appropriate change of control premium;

- Western's Board is pursuing other value-maximizing alternatives and a superior proposal may emerge;

- Khan is attempting to deny the Western Board sufficient time to maximize value for Western shareholders; and

- The offer is coercive, highly conditional and could result in Western shareholders holding an illiquid stock.

The Board's recommendation reflects the findings of a Special Committee of the Board, created on May 15 in response to the bid. As discussed in the Circular, the Board and the Special Committee, together with Western's management and financial and legal advisors, are working to evaluate a range of strategic alternatives that may enhance shareholder value. Western has been solicited by, and has initiated contact with, a number of third parties who have expressed an interest in considering alternative transactions.

The Special Committee, composed of four independent Directors, is chaired by Gordon Pridham, who has more than 25 years of experience as an investment banker, investor, and board member of Canadian public companies. "The Board of Directors is actively pursuing the full range of options to maximize shareholder value," said Mr. Pridham. "These include discussions with third parties, as well as the option of completing Western's strategic partnering initiative. From these alternatives a superior proposal may emerge, and there must be sufficient opportunity for them to work their course."

Note Regarding Forward-Looking Statements

This press release and other written or oral communication from the Company may include certain statements that may be considered "forward-looking statements" within the meaning of that phrase under Canadian securities laws. Statements other than historical facts, that address possible future events, plans or developments are forward-looking statements. Such statements may be identified by the use of words such as "will", "may", "expects", "estimate", "intend" or the use of the future or conditional tense. Certain material factors or assumptions were applied in drawing our conclusions and making those forward-looking statements. Forward-looking statements reflect management's current views with respect to possible future events and conditions and, by their nature, are based on management's beliefs and assumptions and subject to known and unknown risks and uncertainties, both general and specific to the Company. Although the Company believes the expectations expressed in such forward-looking statements are reasonable, such statements are not guarantees of future performance and actual results or developments may differ materially from those in our forward-looking statements.

Risks and uncertainties that could cause actual results to differ materially from those in our forward-looking statements include, among other things, the fact that we are a mineral exploration and development company which activity involves an inherent degree of risk and may not result in our developing a body of commercial ore; the long time horizons involved in the mineral exploration and development projects; risks associated with operating and holding mineral interests in other countries, particularly Mongolia; the outcome of litigation which may be commenced against the Company and others in the Supreme Court of British Columbia, in which the potential plaintiff, Maximum Ventures, Inc. may seek, among other things, a declaration that Maximum held a right of first refusal on certain of the Company's material Mongolian properties, including a portion of the Saddle Hills uranium interests; the numerous operating hazards and liabilities, including possible environmental liabilities, inherent in mineral exploration and development; significant costs and capital requirements; risks associated with securing and maintaining title to properties or enforcing agreements with other third parties; the need for significant and continued availability of capital and financing; commodity prices; general economic, market or business conditions; and, governmental policies and legislation.

These forward-looking statements are based on certain material factors and assumptions, including general business and economic conditions; the terms and conditions governing our exploration and development programs; the ability of third-party services providers to deliver products or services in a timely manner; and, the reliability of information provided to the Company by third parties, among others. The Company does not assume any obligation to update or revise its forward-looking statements, whether as a result of new information, future events or otherwise. The forward-looking statements contained in this release are given as of the date hereof. Readers are cautioned not to place undue reliance on these forward looking statements as there can be no assurance that the conditions, events, plans or assumptions on which they are based will occur. Readers should perform their own detailed, independent investigation and analysis of the Company before making any investment decision and are encouraged to seek independent professional advice. All of the forward-looking statements in this document are expressly qualified by the above.

This news release may use the terms "inferred resources", "indicated resources", "mineral resources" and "resources". Western advises investors that although these terms are recognized and required by Canadian securities regulations (under National Instrument 43-101 "Standards of Disclosure for Mineral Projects"), the US Securities and Exchange Commission does not recognize these terms. Investors are cautioned not to assume that any part or all of the mineral deposits in these categories will ever be converted into reserves. In addition, "inferred resources" have a great amount of uncertainty as to their existence, and economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, or economic studies except for a Preliminary Assessment as defined under NI 43-101. Investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally mineable. This News Release may use the terms "preliminary economic assessment" and "preliminary assessment report". Western Prospector cautions investors and readers that this assessment is preliminary in nature, includes inferred mineral resources that are considered too speculative geologically to have the economic considerations applied to them that would enable them to be categorized as mineral reserves, and there is no certainty that the preliminary assessment will be realized.

Readers are cautioned that the above list is not exhaustive and that risks may change or new risks may emerge. Additional information regarding the material factors and assumptions that were applied in making these forward looking statements as well as the various risks and uncertainties we face are described in greater detail in the "Risk Factors" section of our annual and interim Management's Discussion and Analysis of our financial results and other continuous disclosure documents and financial statements we file with the Canadian securities regulatory authorities which are available at www.sedar.com and available on the Company's website at www.westernprospector.com.




FOR FURTHER INFORMATION PLEASE CONTACT:

Western Prospector Group Ltd. - Investor Relations
Eric Bohren
President and CEO
(604) 675-6985
(604) 608-3413 (FAX)
Email: [email protected]
Website: www.westernprospector.com / www.sedar.com


Barnes McInerney Inc. - News Media
Camilla Bartosiewicz

(416) 367-5000 ext. 240

Email: [email protected]


The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this news release.




Source: CCN Matthews (May 27, 2008 - 7:01 AM EDT)

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