The Offer is open for acceptance until 8:00 p.m. (Toronto time) on June 20, 2008 (the "Expiry Time"), unless the Offer is extended or withdrawn.

Based on the volume weighted average price of the Khan Common Shares on the TSX for the 20 trading days ending on May 9, 2008, the Offer represents a premium of approximately 34% over the volume weighted average price of the Western Prospector Common Shares on the TSXV for the 20 trading days ending on May 9, 2008.

What’s in it for Khan Shareholders?

• Khan expects the Combined Company to have a more significant profile facilitating negotiations with the Mongolian Government, Major Mining Companies and production vendors
  • The Combined Company will have a larger land and resource base in Mongolia which is expected to make it easier to engage the Mongolian Government in negotiations
  • As a larger operation the Combined Company is expected to attract more competitive discounts from large vendors
• The Combined Company is expected to save in excess of US$100M in capital costs and approximately US$4 million per year in annual operating and corporate cost savings
  • Most of the capital cost savings come from constructing one common mill (rather than two separate mills) and the sharing of infrastructure
• Larger land package allowing more room for infrastructure particularly for tailings management
• An all share offer leaves treasury resources intact to fund production decisions
• Increasing Khan’s stake in Mongolia is expected to be positively perceived by the Mongolian Government
• Resource size and land package will qualify the Combined Company as a mid-tier production story giving access to a new level and wider base of investors
• Added upside exploration potential resulting from Western Prospector's large unexplored land holdings and historic Russian resources
• Increased share liquidity in the Combined Company
• Consolidation of Junior Mining Companies into mid-tier near term producers is what institutional investors are looking for as a benchmark for investing in the changed resource market
• Demonstrates to Khan shareholders that management is actively pursuing new opportunities
• Working capital (consisting primarily of cash and cash equivalents) will increase from approximately US$32M for Khan alone to in excess of US$50M in the Combined Company

What’s in it for Western Prospector Shareholders?

• Uranium resource size will go from approximately 22 million lbs U308 to approximately 68 million lbs U308 in the Combined Company
• Western Prospector currently has inferred and indicated U308 resources, while a significant portion of the indicated resources contributed to the Combined Company by Khan have been upgraded to probable reserves which are more advanced
• Cash Reserves in the Combined Company will be in excess of CDN$50M
• Access to a technical management group with expertise in developing and operating Uranium mines
• Access to local Mongolian executive on the ground with high-level government contacts and western education at Harvard University
• The Combined Company is expected to save in excess of US$100M in capital costs and approximately US$4 million per year in annual operating and corporate cost savings
  • Most of the capital cost savings come from constructing one common mill (rather than two separate mills) and the sharing of infrastructure
• Khan expects the Combined Company to have a more significant profile facilitating negotiations with the Mongolian Government, Major Mining Companies and production vendors
  • The Combined Company will have a larger land and resource base in Mongolia which is expected to make it easier to engage the Mongolian Government in negotiations
  • As a larger operation the Combined Company is expected to attract more competitive discounts from large vendors
• Access to a Mining Licensed area as compared to only Exploration permitted ones currently held by Western Prospector
• Increased share liquidity in the Combined Company

The Timing is Right for Khan and Western Prospector Shareholders

• Khan and Western Prospector are poised to incur significant capital expenditures in the near term
• The Offer is well timed to ensure that feasibility studies on the appropriate mill and infrastructure and the ordering of long lead time capital equipment will proceed on the basis of a combined operation avoiding unnecessary costs, duplication and delays