Western Prospector Group Ltd.

Western Prospector Group Ltd.

May 15, 2008 20:54 ET

Western Prospector Announces Changes to Its Board of Directors and the Formation of a Special Committee in Response to an Unsolicited Proposal

VANCOUVER, BRITISH COLUMBIA--(Marketwire - May 15, 2008) - Western Prospector Group Ltd. ("Western") (TSX VENTURE:WNP) is pleased to announce that Mr. Gordon Pridham has been appointed to the Board of Directors of Western (the "Board") effective May 15, 2008. Mr. Pridham is Chairman of Titanium Corporation of Toronto, Ontario; President of Edgewater Capital Inc. of Toronto, Ontario; and, a Director and Trustee of Newalta Income Fund. He has over 25 years of experience in investment banking, capital markets and corporate banking. In connection with his appointment to the Board, and as is customary on the appointment of all new directors, Mr. Pridham has been granted options to purchase 150,000 common shares of Western at an exercise price of $0.60, subject to the provisions of Western's stock option plan and the rules and regulations of the TSX Venture Exchange.

Coincident with the appointment of Mr. Pridham to the Board, Mr. Kenneth de Graaf has tendered his resignation as a director of Western, also effective May 15, 2008. Mr. de Graaf has served the Corporation with distinction and the Board wishes to express its gratitude for his efforts.

Western also announces that, in response to the unsolicited bid by Khan Resources Inc. ("Khan") for all of the issued and outstanding common shares of Western, the Board has formed a special committee comprised of Messrs. Gordon Pridham (Chairman), Bobby Cooper, Felix Pardo and Tom Parker to consider the Khan proposal. The special committee intends to retain financial and legal advisors to assist them in considering the proposal and all appropriate alternatives. The special committee will make recommendations to the Board, which, in turn, will communicate its recommendation, if any, to Western's shareholders.

Separately, the Board has deferred the "Separation Time" under Western's Shareholder Rights Plan (the "Plan") until a date to be determined by the Board in the future. The unsolicited bid by Khan is not a "permitted bid" within the meaning of the Plan because it is not open for acceptance for at least 60 days. Pursuant to the Plan, the rights "separate" from the common shares and become exercisable 10 trading days after the May 11, 2008 announcement of the bid by Khan. Upon "separation", the rights are individually certificated and separately traded on the Exchange, thereby incurring significant administrative expense by Western. The deferral of the Separation Time is intended simply to eliminate the incurrence of these costs. The Plan will continue in effect, and the threat of dilution to any bidder making a bid that is not a "permitted bid" will remain despite the postponement.

Eric Bohren, President and CEO

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.

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

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