Boss Power Corp.

Boss Power Corp.

November 11, 2013 09:00 ET

Boss Power Says Shareholders Should Not Be Influenced by Dissident Beruschi and His Associate Brooks but Should Be Concerned About Their Ambush Tactics

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 11, 2013) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") today cautioned shareholders not to be influenced by dissident shareholder Anthony Beruschi and his long-time associate Douglas Brooks. Boss Power added that their ambush tactics should be a matter of concern to shareholders, in that Brooks made a sworn declaration about Boss Power and supplied it to Beruschi but not to Boss Power.

Boss Power urges shareholders to vote the YELLOW proxy for Boss Power's five highly experienced and independent nominees for the Board. Boss Power's five nominees are supported by the majority of the Boss Power Board and by Institutional Shareholder Services ("ISS"), the leading independent proxy advisory firm. Boss Power believes these nominees will act in the best interest of all shareholders and are better positioned than Beruschi's dissidents to create value for shareholders and provide Boss Power with good corporate governance.

"Brooks' public declaration contains false and misleading statements that do not represent what actually took place during Board discussions," said Ron Netolitzky, Chairman and Acting Chief Executive Officer of Boss Power. "Beyond the matter of content, John Bowles and I, representing the majority of Boss Power's Board, are disappointed by the ambush tactics that Brooks participated in."

"We were of course aware that Brooks has had a long relationship with Beruschi but Brooks had led us to believe that he had broken it off. Now it appears that Brooks may have misled us. Contrary to his duties of loyalty and confidentiality, he secretly gave to Beruschi a declaration that was designed to assist Beruschi in his disputes with Boss Power, even though Beruschi's interests in those disputes are adverse to Boss Power."

"But we are confident that shareholders will see through the ambush and recognize the risk that Beruschi's weak dissident team represents. We believe shareholders will support Boss Power's qualified nominees, who will work in the best interests of all shareholders to move Boss Power forward."

Shareholders should be concerned about the ambush tactics Brooks participated in

Shareholders should be aware that Brooks participated in ambush tactics with his misleading declaration. He provided Boss Power with no advance notice of his plan to make the declaration and hand it to the dissidents. After the fact he did not provide a copy to Boss Power. Given that he is still a member of the Board, Boss Power believes he had ethical and legal duties to communicate with his fellow Board members, rather than engaging in public criticism in the midst of a proxy contest.

Instead, Brooks allowed Beruschi to make extensive use of the misleading declaration for his dissident campaign, including news releases dated November 4, 2013, November 6, 2013 and November 7, 2013. Boss Power repeatedly asked Beruschi's legal counsel for a copy of the declaration but Beruschi deliberately delayed providing the declaration until November 7, 2013, which was eight full days after the declaration date of October 30, 2013. While Boss Power remained in the dark, Beruschi and his lawyers engaged in legal and shareholder communication initiatives based on the misleading declaration.

After Beruschi disclosed the misleading declaration, Brooks took no initiative to explain his decision to Boss Power. Brooks did confirm to Boss Power's legal counsel on November 5, 2013 that he had changed his recommendation and voting position, but this was six full days after he signed the declaration, and this limited communication occurred only because Boss Power took the initiative to reach out to Brooks. As soon as he told Boss Power that he had changed his position, Boss Power issued a news release to be certain that shareholders would know.

Boss Power believes that shareholders should not base their voting decisions on Brooks' recommendation nor the misleading content of his declaration. Rather, shareholders should vote based on the information in Boss Power's disclosure documents, including the Management Information Circular dated October 22, 2013 and Boss Power's news releases and letters to shareholders.

Boss Power's nominees have the necessary skills and experience

Boss Power's five nominees are all experienced directors of publicly-traded resource exploration companies and have a track record of success in negotiations, value creation and mineral exploration. In contrast, two of the four Beruschi's nominees have no experience in mineral exploration or as directors of publicly-traded companies. The other two have experience that has produced unimpressive outcomes.

Vote the YELLOW proxy today

Boss Power urges shareholders to vote the YELLOW proxy and ensure Boss Power receives it prior to the voting deadline of 11:00 PM (Pacific Time) on Tuesday, November 12, 2013. Boss Power's Letters to Shareholders, Management Information Circular and other proxy materials can be found on Boss Power's website:, as well as under its SEDAR profile. For assistance with voting, shareholders should contact Boss Power's Proxy Solicitor, Laurel Hill Advisory Group, at 1-877-452-7184 (Toll-Free in North America) or Collect at 1-416-304-0211, or by email at

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)