Polar Star Mining Corporation

Polar Star Mining Corporation

March 06, 2009 15:08 ET

Polar Star Announces That Dissident Douglas Willock Has Rejected Company Compromise

TORONTO, ONTARIO--(Marketwire - March 6, 2009) -


Polar Star Mining Corporation ("Polar Star" or the "Company") (TSX VENTURE:PSR) announced today that dissident shareholder Douglas Willock has rejected a Company proposal that would have resulted in a reasonable compromise and avoided significant costs, including those associated with continued litigation and a proxy contest in connection with the Company's shareholder meeting on April 17, 2009.

On March 3, 2009, Polar Star suggested a comprehensive proposal it believed would bring a much-needed end to the current dissident proxy contest. The proposal included:

- A proposed Board of Directors consisting of Mr. Willock and a nominee of his choice, three of the current directors, and two new directors with mining expertise;

- Both Stephen Roman, currently Executive Chairman of the Board, and Mr. Willock would agree not to stand for election as Chairman of the Company. They would also agree not to accept any management positions with Polar Star;

- Both the Company and Mr. Willock would immediately end their litigation against each other without seeking costs from the other and Polar Star would indemnify Mr. Willock and Mr. Roman for their costs related to the litigation.

Mr. Willock rejected all parts of the proposal on March 3.

"We believe the proposal made to Mr. Willock was a fair compromise and in the best interests of all shareholders. We proposed a way to avoid the significant costs of a proxy contest and more litigation," said Mr. Roman. "By rejecting this proposal, Mr. Willock has refused to support the election of a board which is broadly representative of our various shareholders. His position is disappointing."

The Company will now focus on its application to the Ontario Superior Court of Justice in which it is asking for a series of orders against Mr. Willock. The Court has set March 10, 2009 to hear the application.

The application, issued on February 23, 2009, asserts that Mr. Willock has been soliciting proxies for the Company's April 17, 2009 annual and special shareholder meeting without having filed a dissident proxy circular contrary to the Canada Business Corporations Act. In the absence of a dissident proxy circular which would name Mr. Willock's nominees to the Company's Board of Directors and his intentions should he succeed in taking control of the Polar Star, Mr. Willock is not providing full and fair disclosure to all the Company's shareholders. Polar Star also believes that recent press releases issued by Mr. Willock are misleading and represent improper proxy solicitation.

Polar Star will issue a management information circular and provide a form of proxy for all shareholders in advance of the annual and special meeting. The circular is expected to be mailed by March 26, 2009 and to include a recommendation to shareholders from the Board of Directors.

About Polar Star Mining Corporation

Polar Star was created to acquire advanced stage exploration properties focusing on gold, copper, and uranium. The Corporation's material assets include 20 projects in Chile, which are 100% owned and cover approximately 146,112 hectares.

Forward-Looking Statements

This press release may contain forward-looking statements based on assumptions, uncertainties and management's best estimates of future events. Actual events or results could differ materially from the Company's expectations and projections. Investors are cautioned that forward-looking statements involve risks and uncertainties. Accordingly, readers should not place undue reliance on forward-looking statements. When used herein, words such as "anticipate", "will", "intend" and similar expressions are intended to identify forward-looking statements. For a more detailed discussion of such risks and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements, refer to Polar Star Mining Corporation's filings with Canadian securities regulators available on www.sedar.com or the Company's website at www.polarstarmining.com.

The TSX Venture Exchange has not reviewed and does not accept responsibility for the adequacy or accuracy of this release and the information contained herein.

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