WGI Heavy Minerals Advises Shareholders that Passport Capital Has the Facts Wrong

Wed Jun 18, 5:02 PM

No Superior Offer was Received

Details of TGI Transaction Publicly Filed and Available to All

Shareholders

COEUR D'ALENE, ID, June 18 /CNW/ - WGI Heavy Minerals, Incorporated (TSX: WG.TO) today responded to a news release from Passport Capital LLC ("Passport" or "the Dissident") that contains a series of false statements as part of its efforts to gain control of the WGI Board of Directors at the Company's June 25, 2008, Annual General Meeting.

The TGI Transaction

WGI Heavy Minerals recently announced the sale of Transworld Garnet India (Pvt.) Limited (TGI) for approximately US$19.5 million. Through its 74% interest in TGI, the Company's aggregate cash proceeds will be approximately US$17.3 million. In addition, the transaction includes a related valuable supply and distribution agreement with the buyer V.V. Mineral.

In its news release, Passport refers to an offer from a "credible third party" and questions whether "WGI entered into the best transaction possible".

WGI states categorically that it has never received an offer superior to the V.V. Mineral transaction. In the course of its auction process for the TGI assets, WGI received a number of proposals with a wide range of purported values but none of them offered more cash, fully financed, than the V.V. Mineral offer or a concrete proposal for a distribution agreement that would provide additional value for shareholders.

No other offer or proposal was received that met the four criteria to maximize value for shareholders established by the current Board at the outset of the TGI sales process and previously disclosed by the Company. The criteria were:

    
    1.  Maximum cash proceeds. This was achieved through approaches to all
        likely bidders in the global industry and a competitive bidding
        process which established the fair price for the asset.

    2.  A sales and distribution agreement that would provide a large and
        steady supply of high-quality heavy minerals for WGI's international
        distribution network. Only the V.V. Mineral offer provided for this.

    3.  That the transaction not be conditional on financing. As WGI has
        repeatedly stated, the V.V. Mineral offer has no such conditions;
        other bidders did.

    4.  A high likelihood that the sale could be completed within a
        reasonable time. V.V. Mineral provided assurances that it could
        complete the transaction; other bidders did not.

    The V.V. Mineral offer best met these criteria. It provides real and
significant benefits to WGI shareholders and negotiations were well advanced
before Passport filed its Dissident Proxy Circular on June 3, 2008.
    WGI has been advised that the offer referred to in Passport's news release
was in fact a non-binding proposal that was rejected by the Board because:

    -   the cash component was only US$10 million.

    -   the third party had no demonstrated ability to deliver the volume
        quality and dependability required for the sales and distribution
        agreement, based on WGI's past experience with it.

    -   the third party had no financing in place.

    -   the third party could not provide assurances that it could complete
        its proposed transaction within a reasonable period.
    

The current Board concluded that pursuing a proposal that failed to meet the basic criteria was not in the best interests of shareholders.

In its news release, Passport notes that "a higher-priced transaction would allow for more cash to be distributed to shareholders". That is only true if the price includes more cash. The third party proposal offered a little more than half the cash offered by V.V. Mineral which is being used in the Board's intended US$0.80 special distribution to WGI shareholders.

Disclosure of Transaction Details

Passport alleges that WGI has "purposefully delayed" the public filing of the required transaction documents.

Passport's claim is not true. WGI issued a news release with all material facts promptly after signing of the purchase agreement. The Company also filed a material change report and copy of the purchase agreement before Passport issued its news release and a full three days earlier than the time limits set by securities regulations. The filing is available to all shareholders and other interested parties at www.sedar.com.

Annual General Meeting of Shareholders

WGI confirms the Company's annual meeting remains scheduled for 10:a.m. Toronto time on June 25, 2008. However, the location has been changed to the University Ballroom East in the Park Hyatt Hotel, 4 Avenue Road, Toronto, Ontario. The change will provide enhanced facilities for the Meeting.

The business to be transacted at the Meeting remains unchanged and is as set forth in the Corporation's Notice of Meeting and Management Proxy Circular each dated May 14, 2008 and previously delivered to shareholders.

WGI continues to recommend that shareholders vote FOR the Company's nominees to the Board of Directors using the WHITE proxy. It reminds shareholders that Glass Lewis & Co., a leading independent proxy advisory firm, has recommended that shareholders vote to elect the Company nominees to the Board of Directors and reject the nominees proposed by Passport.

The Company also reminds shareholders that Passport's nominees to the Board do not own a single share of WGI according to Passport's own Dissident Proxy Circular and its nominees interests are not aligned with shareholders other than Passport.

Company Investor Presentation Available

WGI has prepared a presentation for shareholders outlining the reasons to vote for the Company nominees to the Board of Directors. The presentation can be accessed at the Company website, www.wgiheavyminerals.com.

    
                   THE PROXY TO VOTE IS WHITE - HERE'S HOW
                   ---------------------------------------
    

Time is short. To be counted at the Annual Meeting, your proxy must be signed, dated and submitted as soon as possible and no later than 10:00 am EDT, Monday June 23, 2008.

You may vote your common shares by internet, telephone, facsimile or mail. We suggest voting today no later than 24 hours prior to the deadline to ensure your vote is received in a timely manner to be voted at the Meeting. Mail is not recommended.

Please note that if you have mistakenly voted using the wrong proxy, you have every right to change your vote by simply voting your WHITE proxy. This action will cancel all previous votes since it is the later-dated proxy received that will count at the meeting.

If you have any questions about the information contained in this document or require assistance in completing your WHITE proxy form, please contact our proxy solicitation agent at:

    
                                  Georgeson

               North American Toll Free Number: 1-866-676-3029
    

WGI Heavy Minerals, Incorporated is a fully integrated miner, producer, and marketer of industrial-grade minerals and replacement part for ultra-high pressure waterjet cutting systems. The Company's shares are listed on the Toronto Stock Exchange under the symbol WG.

Note: Permission to quote from Glass Lewis & Co. was neither sought nor

obtained.

This press release contains forward-looking statements concerning the business, operations, and financial performance and condition of WGI Heavy Minerals, Incorporated. A number of the matters discussed and statements made in the press release contain forward-looking statements reflecting current expectations regarding future assets. When used in this press release, the words "believe", "anticipate", "intend", "estimate", "expect", "project", and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such words. These forward-looking statements are based on current expectations and are naturally subject to risks, uncertainties, and changes in circumstances beyond management's control that may cause actual results to differ materially from those expressed or implied by such forward-looking statements. Factors that may cause such differences include but are not limited to: exploration and development risks; risks related to permits and title to property; risks related to foreign countries and regulatory requirements; operating hazards; foreign currency fluctuations; competition; fluctuations in the market price of mineral commodities and transportation costs; uncertainty as to calculations of mineral deposit estimates; uninsured risks; and dependence upon key management personnel and executives. Actual results may differ materially from those expressed here. You should not place undue reliance on such forward-looking statements. The Company is under no obligation to update or alter such forward-looking statements, whether as a result of new information, future events, or otherwise.

Contacts

Ed Kok
Investor Relations
810 Sherman Ave.
Coeur d'Alene
ID
83814
U.S.A.
(208) 770-2208
Fax (208) 666-4000
www.wgiheavyminerals.com
E-mail: ed@wgiheavyminerals.com