Boss Power Corp.

TSX VENTURE : BPU


Boss Power Corp.

April 01, 2014 13:34 ET

Boss Power Corp., Morning Star Resources Ltd., Magic Dragon Ventures Ltd. And Anthony Beruschi Reach Settlement of Disputes Related to Blizzard Settlement

Agree to Divisive ReOrganization Pursuant to a Plan of Arrangement

VANCOUVER, BRITISH COLUMBIA--(Marketwired - April 1, 2014) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power"), along with Morning Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony Beruschi (collectively, the "Beruschi Parties"), jointly announce that they have entered into a binding letter agreement (the "Letter Agreement") setting out the terms and conditions upon which, and the manner in which, Boss Power and the Beruschi Parties will settle all of the legal disputes between them and complete a divisive reorganization pursuant to a plan of arrangement (the "Transaction").

In accordance with the Letter Agreement, Boss Power and Mr. Beruschi will surrender for cancellation the mineral claims constituting the Blizzard uranium deposit and certain peripheral properties to the Province of British Columbia (the "Province") as contemplated in the settlement agreement dated October 19, 2011 (the "Blizzard Settlement"). Under the terms of the Blizzard Settlement the Province has agreed to compensate Boss Power $30,000,000, plus costs, in settlement of Boss Power v. Her Majesty the Queen in Right of British Columbia, BCSC Action No. S087266. For additional information respecting the Blizzard Settlement see the Boss Power press release date October 20, 2011.

Under the Letter Agreement the proceeds of the Blizzard Settlement will be paid as follows: (i) $3,600,000 to Anthony Beruschi; (ii) $2,500,000 to Boss Power for interim funding purposes; and (iii) the balance of the settlement proceeds to be held in trust pending completion of the divisive reorganization by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

The Arrangement, if approved, will result in the Beruschi Parties, and any other holders of common shares of Boss Power ("Boss Shares") that validly elect (collectively, the "Electing Boss Shareholders"), holding shares of a newly incorporated corporation ("Newco") that will have as its primary asset cash in an amount equal to $0.322 per Boss Share held by the Electing Boss Shareholders immediately prior to the completion of the Transaction. Newco's directors upon incorporation will be nominees of Anthony Beruschi and Newco will ratify the Letter Agreement and Newco's obligations contained in the Letter Agreement. The Boss Power shareholders that do not elect to become shareholders of Newco will continue to be shareholders of Boss Power, which will have as its primary assets the balance of the proceeds of the Blizzard Settlement. It is estimated that following the Transaction, both Boss Power and Newco will have over $0.32 per share in working capital, based on preliminary estimates.

Pursuant to the Letter Agreement, immediately prior to the completion of the Transaction, Boss Power will assign to Newco potential causes of action against, and rights to claim compensation from, a specified third party resulting from the inclusion of the mineral claims beneficially owned by Mr. Beruschi (the "B-Claims") in the Blizzard Settlement. In addition, should Boss Power exercise its rights to claim compensation for loss or damages caused by the inclusion of the B-Claims in the Blizzard Settlement from any other party, Boss Power will pay 50% of the net recovered to Newco.

Further, immediately prior to the completion of the Transaction, Newco will assume and acknowledge itself responsible for, and waive any defences for, any claims made by the Beruschi Parties respecting the legal disputes between Boss Power and the Beruschi Parties, and the Beruschi Parties will provide Boss Power and each of its current and former directors with a covenant not to sue. Both Newco and the Beruschi Parties will also indemnify Boss Power and its current and former directors respecting any proceedings initiated by the Beruschi Parties or Newco. Boss Power will provide a reciprocal covenant not to sue the Beruschi Parties.

With respect to the 2,000,000 escrowed Boss Shares subject to arbitration between Boss Power and Magic Dragon Ventures Ltd., the Letter Agreement provides these shares will be cancelled immediately prior to the completion of the Transaction.

While the Letter Agreement is binding, it contemplates the execution of an arrangement agreement and the completion of the Transaction is subject to various other conditions, including approval of Boss Power's securityholders, approval of the Arrangement by the British Columbia court, regulatory approvals including the approval of the TSX Venture Exchange and customary closing conditions for a transaction of this nature. Boss Power and the Beruschi Parties have agreed to work diligently and in good faith to sign the arrangement agreement as soon as is practicable.

Under the terms of the Letter Agreement, the parties have agreed to hold in abeyance all litigation between them pending the completion or abandonment of the Transaction and extend any limitation period for the commencement of any such litigation until the completion or abandonment of the Transaction. In the event the Transaction is completed all legal proceeds that have been commenced will be withdrawn and terminated, with each party bearing their own costs.

Full details of the Transaction will be included in an information circular to be mailed to Boss Power shareholders in accordance with applicable securities laws. The Transaction is expected to close in June 2014.

The board of directors of Boss Power have approved the Transaction and have determined that the transaction is in the best interests of Boss Power and its shareholders. The Transaction will allow the Blizzard Settlement to close, ensuring the $30,000,000, plus costs, compensation amount is not revoked by the Province. Furthermore, the settlement extracts Boss Power from what would otherwise be years of litigation, and allows the contingent of dissenting Boss Power shareholders to be spun-out into Newco, paving the way for Boss Power to move forward free of the debilitating conflict that has racked the company for years. Boss Power's board of directors recommends that Boss Power shareholders vote in favour of the proposed Arrangement.

"We are pleased to have reached agreement with Anthony Beruschi on the proposed settlement," said Ron Netolitzky, Acting CEO of Boss Power. "This resolution will permit Boss Power's board to advance the Company with a significant treasury during a period of market weakness which will offer excellent opportunities to identify new ventures."

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, plans for and intentions with respect to the Transaction, 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 Blizzard Settlement and the Transaction in accordance with the terms and conditions of the Letter Agreement; the accuracy of management's assessment of the effects of the successful completion of the Transaction; the timing and prospects for Boss Power's shareholder acceptance of the Arrangement and the implementation thereof; and the satisfaction of any conditions to an 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

    MORNING STAR RESOURCES LTD.,
    MAGIC DRAGON VENTURES LTD. AND
    ANTHONY BERUSCHI
    Anthony Beruschi