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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 Board Advises Shareholders to Reject Dissident's Attempt to Take Control

25/03/2009 4:08pm

Marketwired Canada


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

Polar Star Mining Corporation (TSX VENTURE:PSR) ("Polar Star" or the "Company")
announced today that its Board of Directors recommends that shareholders vote to
elect the management nominees to the Board at the Company's April 17, 2009
Annual and Special Meeting of Shareholders and reject the attempt by dissident
shareholder Douglas Willock to take control of Polar Star.


The Board's recommendation and its reasons are included in the Management Proxy
Circular and related documents that have been filed on SEDAR (www.sedar.com) and
will also be available on Polar Star's website (www.polarstarmining.com).


The Management Proxy Circular, which has been mailed to shareholders, outlines
the Board's proven expertise, experience and track record of generating superior
returns for shareholders and provides clear reasons for Polar Star shareholders
to vote for the Company's nominees to the Board of Directors, using the YELLOW
form of proxy that accompanies the Management Proxy Circular.


Since Douglas Willock's dismissal as President and CEO, the Board has moved
forward on executing a plan based on focusing on the Company's best assets, a
rigorous development process, and proven leadership. At the same time, Mr.
Willock has continued to advocate an uninformed and unrealistic agenda while
working to reinstall himself as President and Chief Executive Officer, despite
his total inexperience in managing exploration of mineral properties.


"Shareholders must protect the future of this Company and choose wisely between
an experienced group of directors who have an extensive record of shareholder
value creation, and Mr. Willock's hand-picked dissident slate of directors who
lack mine operating experience," said Stephen G. Roman, Executive Chairman. "Mr.
Willock's slate has a record of impairing shareholder value and fails to provide
what is needed to move Polar Star to the next level. He has disclosed no real
plan for the Company other than installing his nominees on the Board. This is an
attempt by Mr. Willock to take control of Polar Star through the Board without
offering any compensation to Polar Star shareholders."


The Board urges all shareholders to vote their YELLOW form of proxy in favour of
the Company's nominees to the Board of Directors. Shareholders with questions or
requiring assistance in completing their YELLOW form of proxy are asked to
contact Polar Star's proxy solicitation agent, Laurel Hill Advisory Services,
LLC toll-free at 1-888-812-9185. To be valid, proxies must be received by 10:00
a.m. (Eastern Time) on April 15, 2009.


Accompanying the meeting materials is a letter to all shareholders from Stephen
G. Roman and Derek C. Rance, on behalf of the Board of Polar Star. The text of
the letter is below:


March 23, 2009
   
Dear Fellow Polar Star Shareholder:

Your board of directors (the "Board") at Polar Star Mining Corporation ("Polar
Star") needs your support to continue to chart a successful course for Polar
Star. These are challenging times in business globally, but inevitably these
times do also present opportunities in the mining business for experienced
professionals. Recent capital in-flow for investors seeking seasoned mining
professionals, has, in particular, allowed Polar Star to raise more than $7
million in new investments in February, 2009 to support further exploration of
its highly prospective properties.


As you know, Douglas Willock, a current director and former officer of Polar
Star, requisitioned a shareholder meeting to put forward a slate of his own
hand-picked directors for Polar Star. Your Board has responded by moving up the
annual meeting to avoid the waste and duplication of holding two shareholder
meetings within a few weeks. For this reason, in addition to the usual annual
business of receiving financial statements and appointing auditors, this year's
annual meeting presents you with a crucial choice between an experienced group
of directors proposed by the current Board and Mr. Willock's hand-picked
directors.


Competing Visions for Polar Star

Your Board, since Mr. Willock's dismissal, has moved forward on a plan that
focuses efforts on its best assets and ensures that proper decisions are taken
with appropriate expert analysis and support. These include:


- additional geophysical investigation and the commencement of exploration
drilling on our best prospect, Montezuma. This authorized work has been over the
objections of Mr. Willock;


- efforts at the Chepica Project have been suspended pending further technical
work to justify the commitment of a further $5 million purchase payment in the
face of initial estimated requirements for capital expenditures of $20 million
for this as of yet non-material property. If undertaken, this expenditure would
result in a substantial dilution of shareholder equity; and


- in order to ensure that the capital of Polar Star is prudently managed, the
Board has hired David Libby, a mining engineer with more than 40 years of
experience in management, particularly those of Chilean operations, as President
and Chief Operating Officer of Polar Star, despite the objections of Mr.
Willock.


Mr. Willock continues to push an uninformed and unrealistic agenda of: (i)
further investment in the Chepica Project at the expense of exploring the
Montezuma Project, the largest and most prospective of all Polar Star holdings;
and (ii) reinstalling himself as President and Chief Executive Officer despite
his total inexperience with regard to the management of exploration of mineral
properties.


Your Board has carefully reviewed and considered Mr. Willock's proposed board of
directors. Based on this review, your Board recommends that you ELECT the
directors proposed by management and VOTE AGAINST Mr. Willock's change of
control attempt.


Reasons to Reject the Willock Change of Control

The reasons for the Board's recommendation are detailed in the attached
Management Information Circular (the "Circular"). We strongly encourage you to
read the Circular carefully and in its entirety. As described in more detail in
the Circular, the reasons for the Board's rejection of Mr. Willock's proposed
board (the "Willock Nominees") include:


- the Willock Nominees lack mineral exploration, development and operational
expertise;


- the Willock Nominees have no strategic plan for Polar Star;

- the Willock Nominees have no plan for management of Polar Star;

- Mr. Willock seeks control of Polar Star without payment of a change of control
premium; and


- Mr. Willock's unjustified commitment to the Chepica Project exposes Polar Star
to undue financial risks.


Reasons to Support the Polar Star Nominees

The Board believes its nominees for the Board bring real value to Polar Star
through expert, experienced leadership and deserve your support because they:


- are focused on long-term value creation for shareholders;

- bring decades of experience in mineral exploration, development and operations;

- are focused on exploring the most prospective properties to ensure enhanced
share value;


- are committed to the highest standards of corporate governance; and

- have a proven previous record of shareholder value creation.

We are confident that you will conclude, as we have, that Mr. Willock's proposed
board fails to provide the experience needed to face the challenges and meet the
opportunities before Polar Star and is solely an attempt by Mr. Willock to
acquire control over Polar Star without offering adequate consideration to Polar
Star shareholders.


For the above reasons, we urge you to REJECT the Willock Nominees and VOTE your
Polar Star shares in favour of directors proposed by your Board. If you have
already voted any of your Polar Star shares, you should withdraw them
immediately. Shareholders who have voted their Polar Star shares and who wish to
obtain advice or assistance in withdrawing and re-voting their Polar Star shares
are urged to contact Laurel Hill Advisory Services, LLC, the information agent
and proxy solicitor retained by Polar Star, at one of the telephone numbers
listed below. Laurel Hill is available to respond to enquiries surrounding the
information in the attached Circular.


On behalf of the Board of Polar Star, we thank you for your continued support.

Sincerely,

Stephen G. Roman, Executive Chairman

Derek C. Rance, Director

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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