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PSR Polar Star Mining Corporation

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Share Name Share Symbol Market Type
Polar Star Mining Corporation TSXV:PSR TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Polar Star Announces That Dissident Douglas Willock Has Rejected Company Compromise

06/03/2009 7:08pm

Marketwired Canada


NOT FOR DISTRIBUTION TO UNITED STATES WIRE SERVICES OR DISSEMINATION IN
THE UNITED STATES

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.


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