Boss Power Corp.
TSX VENTURE : BPU

Boss Power Corp.

January 23, 2015 13:09 ET

Boss Power Corp. Announces Completion of Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Jan. 23, 2015) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power"), announces the successful completion of its previously announced divisive reorganization by way of statutory arrangement pursuant to sections 288 to 299 of the Business Corporations Act (British Columbia) (the "Arrangement"). Shareholder and final court approval for the Arrangement were obtained on January 19, 2015 and January 22, 2015, respectively, and the effective date of the Arrangement was January 23, 2015.

The Arrangement resulted in Morning Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony Beruschi (collectively, the "Beruschi Parties"), as well as certain holders of common shares of Boss Power ("Boss Shares") that validly elected (collectively, the "Electing Boss Shareholders"), exchanging their Boss Shares for common shares of Blizzard Finance Corp. ("Newco"), a British Columbia corporation incorporated in order to facilitate the Arrangement. The Electing Boss Shareholders represented, in aggregate, 34,423,717 Boss Shares out of a total capital stock of 78,450,348 Boss Shares. As a result, the balance of the settlement proceeds held in trust, as previously discussed in a press release of Boss Power dated June 2, 2014, were distributed as follows: (i) $11,084,436.87 to Newco, (ii) $23,191.01 to Anthony Beruschi, and (iii) $13,199,546.12 to Boss Power. For more information respecting the Arrangement, please refer to Boss Power's Management Information Circular dated December 18, 2014.

With completion of the Arrangement, the Boss Shares will continue to trade on the TSX Venture Exchange under the symbol "BPU". Once all the adjustments to the share capital are completed, Boss Power will have 42,026,631 shares issued and outstanding. The first order of business of Boss Power will be to meet with its experienced Board to focus it towards new business ventures. The Board and management are experienced in the resource sector. In addition, tax obligations will require a certain level of investment in the resource field focusing on Canadian Exploration Expense and Canadian Development Expense investments.

Both the energy and mineral fields have undergone serious readjustments over the past few years. This should bode well for Boss Power's return to resource based investments. Boss Power's intention is to complete the planning phase and to fully inform its shareholders of its plans as soon as possible. Boss Power, at this time, has no mineral projects remaining so it will be commencing with a clean slate.

Finally, as a result of the Arrangement, Boss Power's largest shareholder, Anthem Resources Inc. (TSX VENTURE:AYN), will become a majority shareholder of Boss Power.

Forward-Looking Information: This release contains forward-looking information within the meaning of applicable Canadian securities legislation. All statements, other than statements of historical fact, included herein, including, without limitation, the statements respecting the closing of the Arrangement and the effect of the Arrangement, are forward-looking statements. Forward-looking statements involve various risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from those anticipated in such statements. Important factors that could cause actual results to differ materially from Boss Power's expectations include uncertainty as to the completion of the Arrangement; and the accuracy of management's assessment of the effects of the successful completion of the Arrangement. Boss Power's forward-looking statements reflect the beliefs, opinions and projections on the date the statements are made. Boss Power assumes no obligation to update the forward-looking statements of beliefs, opinions, projections, or other factors, should they change.

Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Boss Power Corp.
    Ron Netolitzky
    Acting CEO
    (604) 688-8115