Boss Power Corp.

Boss Power Corp.

October 01, 2013 10:14 ET

Boss Power Rejects Allegations Made by Anthony Beruschi

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 1, 2013) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") remains committed to completing the Settlement with the Province and resolving its outstanding dispute with Anthony Beruschi regarding the B Claims in a manner that is in the best interest of all its shareholders and that pays Mr. Beruschi fairly for the B Claims, yet Mr. Beruschi continues to attempt to leverage excessive payment from Boss Power for delivery of the B Claims.

In its press release of September 24, 2013, Morning Star Resources Ltd. and its president, Anthony Beruschi, continue to attempt to leverage excessive payment for delivery of Mr. Beruschi's B Claims by attempting to block completion of the Settlement and by seeking to discredit Boss Power and its directors. The Company rejects Morning Star's characterization of its conduct, its past dealings with Mr. Beruschi and the Company's recent offer.

The Company's offer, as outlined in its press release of September 23, 2013, was to resolve the B Claims dispute with Mr. Beruschi in one of two ways: (i) payment of $1.55 million in exchange for delivery of Mr. Beruschi's B Claims or (ii) binding arbitration to determine the fair value of the B Claims.

Boss' offer of $1.55 million was derived from an independent valuation report prepared by RPA Inc. of Toronto (the "RPA Report") and, in the Company's view, represents the fair value of the B Claims. That the RPA Report was commissioned and paid for by Boss does not make it "biased", as Mr. Beruschi claims. The RPA Report is available on Boss' website for shareholders to review and evaluate for themselves. Mr. Beruschi has not provided any comparable valuation report to substantiate his position.

Boss' $1.55 million cash offer, to be paid from the proceeds of the Settlement, remains open.

As an alternative to Boss' cash offer, to facilitate completion of the Settlement for the benefit of all shareholders, the Company offered to submit the value of the B Claims to binding arbitration and to place $5 million of the Settlement Proceeds in trust as security. Morning Star's response is to insist that any settlement must "include the immediate resignation of at least a majority of the incumbent directors" so they can be "replaced with independent directors nominated by the concerned shareholder" (i.e. Morning Star) before the question of the "proper value" of the B Claims is determined. There is no mention of the Company's offer to arbitrate, or response to that part of Boss' proposal. This is telling. The only reasonable inference is that Mr. Beruschi is seeking to nominate directors who will agree to pay him more than fair value for the B Claims, at the expense of the other shareholders of the Company.

Mr. Beruschi may prefer to put the B Claims dispute in the hands of his handpicked nominees, but Boss' present board will not agree to pay him more than fair value at the expense of other shareholders. If Mr. Beruschi genuinely believes that the fair value of the B Claims is greater than Boss' cash offer, and genuinely wants to resolve the dispute on a principled basis so that the Settlement with the Province can complete, Boss welcomes the opportunity to submit the dispute over the fair value of the B Claims to arbitration and have the question determined expeditiously by an independent arbitrator.

The Company has offered a clear and simple path to resolution of these matters that secures closing of the Blizzard Settlement through fair payment to Mr. Beruschi for his B Claims, a result that is in the best interests of all of its shareholders. Rather than respond directly to the substance of this offer, Mr. Beruschi continues to obstruct the Settlement and to insist upon conditions that have no bearing on the merits of the Settlement or the proper value of his B Claims.

On Behalf of the Board of Directors of BOSS POWER CORP.

Ron Netolitzky, Chairman and acting CEO

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.
    Tony Perri
    Investor Relations, Manager
    (604) 688-8115
    (604) 669-2543 (FAX)