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WGI Heavy Minerals Announces that Leading Proxy Advisory Firm

Recommends Shareholders Vote to Support Current Board 
Board Welcomes Dissident's Support for Its Value-Enhancing Actions 
COEUR D'ALENE, Idaho, June 17 /CNW/ - WGI Heavy Minerals, Incorporated (TSX: 
WG) today announced that Glass Lewis & Co., a leading independent proxy 
advisory firm, has recommended that shareholders vote their WHITE proxy to 
elect the Company nominees to the Board of Directors and reject the nominees 
proposed by dissident shareholder Passport Capital LLC ("Passport" or the 
"Dissident") at the Company's Annual General Meeting on June 25, 2008. 
In making its recommendation, Glass Lewis & Co. said: "we do not believe the 
installation of the Dissident nominees is necessary at this time. While the 
Company's stock price has underperformed peers and relevant indices in the 
past, we note that the Company's stock price has shown improvement over the 
past year. Combined with steady improvement in the Company's operational 
performance since fiscal 2005 and ongoing efforts to enhance performance (such 
as the recent sale of assets), we see no reason to believe that the election of 
the Dissident nominees would provide more meaningful returns to shareholders 
than management's current strategy." 
Glass Lewis noted that "we believe that incumbent management, with access to 
more and better information regarding the company, should be given the benefit 
of the doubt regarding its strategic business decisions." 
In response to Passport's stated concerns about Chairman and former CEO Covell 
Brown's pay, Glass Lewis & Co said: "we do not find Brown's overall pay to be 
significantly outside the range of compensation for CEOs at similarly-sized 
firms. Additionally, we note that the Company's compensation committee is now 
composed entirely of independent directors. As such, we believe these 
compensation issues do not warrant significant shareholder alarm." 
WGI's current Board of Directors welcomed the recommendation from Glass Lewis & 
Co as a knowledgeable and independent third party. 
Dissident Supports Board's Value-Enhancing Actions 
The Board also welcomed the expression of public support from dissident 
shareholder Passport Capital LLC for the Company's announcement that: 


    <<
    -  WGI has signed an agreement for the sale of WGI's chronically
       underperforming assets in India - its 74% interest in Transworld
       Garnet India (Pvt.) Limited ("TGI");
    -  WGI has concurrently signed a valuable distribution agreement with the
       buyer of TGI that assures significant supply of high-quality product
       that WGI can provide to the market;
    -  WGI intends to distribute US$0.80 per share, subject to successful
       closing of the TGI transaction, expected in August.
    >>


In a June 16, 2008, news release, Passport acknowledged that these are all 
"positive developments for WGI". Therefore, shareholders can legitimately 
question the motivation for Passport's continued efforts to replace the Board 
with its own nominees. Shareholders should consider: 


    <<
    -  Passport controls only 13.1% of WGI's shares. It should not control
       100% of the Board.
    -  Passport could gain control of the Company through a fair offer to
       acquire the interest of other shareholders, but is offering those
       shareholders no compensation.
    -  According to the dissident proxy circular, the dissident nominees
       together and in total do not own a single share of WGI. Those
       nominees' interests are aligned only with Passport, not with other
       shareholders.
    -  WGI core business will continue to be the marketing and selling of
       garnet while it pursues further growth opportunities in the waterjet
       business. Passport supports the recent distribution agreement that
       will strengthen the Company's position in its core business, but
       illogically questions the existence of that core business.
    -  Passport has made no public statements describing how its strategy for
       the waterjet business is different, in any meaningful way, than the
       direction the Company has taken.
    -  Passport is critical of WGI's Board during the time of the most
       significant decline in the share price, yet it is re-nominating two of
       the Directors who served on the Board at that time.
    >>


It is clear that Passport supports the steps the Board has taken, and that 
independent analysis demonstrates that the Company's compensation is in line 
with its peers. The only remaining substantive issue raised by Passport is 
about the time required to complete the sale of TGI. 
Passport's comments about the TGI sale process expose a profound lack of 
knowledge about the operations in India. 
The current Board's goal was, consistently and correctly, to achieve the 
highest value for the assets on behalf of shareholders. In 2004, the value of 
those assets was seriously compromised. WGI's Indian holdings were under severe 
attack from both government and competitive interests. The full extent of these 
problems was not disclosed to the Board. Following Covell Brown's appointment 
as Chairman in late 2004, and prior to the termination of the then-CEO in April 
2005, Mr. Brown discovered and advised the Board of the seriousness of the 
issues in India. The Company's tangible assets, as well as its rights at law, 
such as lease applications, mineral handling rights, environmental permissions 
and a host of other regulatory and legal positions were being rescinded, 
denied, stalled, or otherwise threatened. Government interests were, de facto, 
seeking to seize WGI's holdings. 
Those highly uncertain conditions precluded a value-maximizing sale at the time. 
Only after a series of victories in court and judgments by quasi-judicial 
tribunals was the Company's position adequately established to allow for its 
competitors to consider a purchase of WGI's assets as a superior option. This 
position was attained only in early 2008, after considerable effort by the 
Board and management. Effectively, prior to that point, the assets held almost 
no value for buyers and any accelerated attempt to sell would have produced 
little, if any, value for shareholders. 
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 or 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, Inc. is a fully integrated miner, producer, and marketer of 
industrial-grade minerals and replacement parts for ultra-high 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. 
For further information: Ed Kok, Investor Relations, 810 East Sherman, Coeur 
d'Alene, ID 83814 U.S.A., (208) 770-2208, Fax (208) 666-4000, 
www.wgiheavyminerals.com, E-mail: ed@wgiheavyminerals.com 
CO: WGI Heavy Minerals, Incorporated
ST: Idaho
NI: MNG 2575 WNEWS DIV
-0- Jun/17/2008 13:09 GMT
 
 
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