Boss Power Corp.

Boss Power Corp.

September 12, 2013 09:58 ET

Boss Power Responds to Morning Star Resources Ltd. and Announces Annual and Special Meeting and Adoption of Advance Notice Policy

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Sept. 12, 2013) -

Boss response to Morning Star

In their press releases dated August 19, 2013 and August 28, 2013, Morning Star Resources Ltd. ("Morning Star") and Anthony Beruschi ("Beruschi") have claimed that the Board of Directors of Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") has "failed to make a genuine effort" to reach a settlement with Beruschi over certain properties (the "B Claims"), putting at risk the proceeds of Boss' $30 million settlement with the Province of British Columbia (the "Settlement" and the "Settlement Proceeds") arising from the expropriation of the Blizzard Uranium Properties.

Beruschi's unwillingness to reasonably cooperate with Boss to complete the Settlement is putting the Settlement at risk, and not any failure on the part of Boss' Board. As outlined in the Company's August 27, 2013 press release, Boss has made extensive efforts to complete the Settlement, pursuing both negotiations and court proceedings. Beruschi has refused to agree to any of these measures, preferring, management believes, to leverage the risk to the Settlement to extract a better deal for himself at the expense of the Company's other shareholders. Morning Star and Beruschi's threats to replace the Board are an escalation of the same tactics.

As part of the Settlement, the Province requires Boss to deliver title to all of the mineral claims referred to in the Company's claim against the Province. Beruschi, the beneficial owner of the B Claims, despite having approved the Settlement while a director of Boss, has refused to agree to allow Boss to deliver title to the B Claims to the Province. The B Claims are not known to contain any proven mineral resource. They include mineral claims known as the "Hydraulic Lake Claims" that a 2005 Declaration of Trust prepared for Beruschi states "are likely of no real value".

As it has sought to negotiate with Beruschi, the Company has also pursued court proceedings in which the Province would pay the Settlement Proceeds into court, where they would be held pending a determination of any legal claims to them made by third parties. This would remove the risk to the completion of the Settlement. Of the interested parties, only Beruschi opposes this result. The application for a court order authorizing the payment of the Settlement Proceeds into court was scheduled for June 2013 but was postponed due to Beruschi's counsel's illness. Beruschi subsequently discharged his counsel and is acting on his own behalf. The Company is cooperating with the Province in seeking a new hearing date for the application.

In Morning Star's most recent press release Beruschi expresses confidence that once the Board is removed from office, he and the Company "can very quickly reach a fair and reasonable solution" that will allow delivery of the B Claims to close the Settlement "for the benefit of all Boss' shareholders". While the inherent conflict of Beruschi negotiating with the Board he proposes to nominate may seem beneficial and desirable to Beruschi, it is clearly not in the best interest of the remainder of the Boss shareholders.

Annual General and Special Meeting/Adoption of Advance Notice Policy

Boss is pleased to announce that it will hold an annual general and special meeting (the "Meeting") on November 14, 2013. The record date for the Meeting will be October 10, 2013.

The Company further announces the approval by its Board of Directors of an advance notice policy (the "Policy") effective as of September 12, 2013 The purpose of the Policy is to (i) facilitate an orderly and efficient annual general or, where the need arises, special meeting, process, (ii) ensure that all shareholders receive adequate notice of director nominations and sufficient information regarding all director nominees, and (iii) allow shareholders to register an informed vote after having been afforded reasonable time for appropriate deliberation.

The Policy, among other things, includes a provision that requires advance notice to the Company in certain circumstances where nominations of persons for election to the Board of Directors are made by shareholders of the Company. The Policy fixes a deadline by which director nominations must be submitted to the Company prior to any annual or special meeting of shareholders and sets forth the information that must be included in the notice to the Company for the notice to be in proper written form.

In the case of an annual meeting of shareholders, notice to the Company must be made not less than 30 days nor more than 65 days prior to the date of the annual meeting; provided, however, that in the event that the annual meeting is to be held on a date that is less than 50 days after the date on which the first public announcement of the date of the annual meeting was made, notice may be made not later than the close of business on the 10th day following such public announcement. Accordingly, the deadline for notice of director nominations for the Meeting is October 14, 2013.

In the case of a special meeting of shareholders, which is not also an annual meeting, called for the purpose of electing directors (whether or not called for other purposes), notice to the Company must be made not later than the close of business on the 15th day following the day on which the first public announcement of the date of the special meeting was made.

Shareholder approval of the Policy will be sought at the Meeting and the Policy will apply to the nomination of directors at the Meeting.

The full text of the Policy is available at or upon request by contacting Karen Allan, Secretary, Boss Power Corp., (604) 688-8115.

On Behalf of the Board of Directors of


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)