Western Prospector Group Ltd.
TSX VENTURE : WNP

Western Prospector Group Ltd.

August 05, 2008 20:08 ET

Western Prospector Group Mails Directors' Circular to Shareholders Recommending Acceptance of $1.34 Per Share Offer

VANCOUVER, BRITISH COLUMBIA--(Marketwire - Aug. 5, 2008) - Western Prospector Group Ltd. (TSX VENTURE:WNP) and Tinpo Holdings Industrial Company Limited ("Tinpo") today announced that a wholly owned subsidiary of Tinpo (the "Offeror") has commenced and mailed its previously announced offer to acquire all of the issued and outstanding common shares (the "Shares") of Western Prospector Group Ltd. ("Western") (other than Shares beneficially owned, directly or indirectly, by the Offeror, its joint actors and their affiliates) for cash consideration of $1.34 per Share (the "Offer"). The mailing of the Offer and take-over bid circular is accompanied by the circular of the Western board of directors, in which the Western board unanimously recommends that the holders of Shares accept the Offer.

The Offer is open for acceptance until 5:00 p.m. (Vancouver time) on September 11, 2008, unless withdrawn or extended. The Offer is subject to certain conditions, including there having been validly deposited under the Offer and not withdrawn such number of Shares which, together with any Shares beneficially owned, controlled or directed by the Offeror, its affiliates or joint actors, represent at least 66 2/3% of the issued and outstanding Shares (on a fully diluted basis).

Full details of the Offer are contained in the takeover bid circular of the Offeror and related materials and the directors' circular, copies of which may be accessed electronically on the Internet at www.sedar.com.

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. Readers are cautioned 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. The Company undertakes no obligation to update this forward-looking information except as required by applicable law.

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

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