Boss Power Corp.
TSX VENTURE : BPU

Boss Power Corp.

November 13, 2013 09:19 ET

Boss Power Wins Arbitration and Defeats a New Beruschi Legal Initiative

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 13, 2013) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") today announced that it has won an arbitration against a company controlled by dissident shareholder Anthony Beruschi. As well, Boss Power has defeated a new legal initiative by Beruschi seeking to affect the conduct of the upcoming Annual General and Special Meeting of Shareholders on November 14, 2013 (the "Meeting").

"The arbitration win and the defeat of Beruschi's new legal initiative are important for Boss Power and bode well for shareholders," said Ron Netolitzky, Chairman and Acting CEO of Boss Power. "The arbitration win is particularly helpful because it returns control of 2.6% of the shares outstanding back to Boss Power. The Company will proceed to seek reimbursement of its arbitration legal expenses."

Details of the arbitration win

The arbitrator ordered that two million Boss Power shares, currently escrowed on behalf of Beruschi's closely-held Magic Dragon Ventures Ltd, be returned to Boss Power. However, the arbitration does not prevent Beruschi from voting the shares at the Meeting, for which the voting record date was October 10, 2013.

Boss Power said it expects to receive the shares within 60 days, unless Magic Dragon files an appeal to the Supreme Court of British Columbia. Boss Power added that, as is typical in such situations, it intends to seek reimbursement from Magic Dragon for hundreds of thousands of dollars in Boss Power's legal costs for the arbitration.

The arbitration is one of several monetary disputes between Boss Power and Beruschi. The two million shares were issued to Magic Dragon in 2007 but placed in escrow because Beruschi was unable to deliver to Boss Power the title to certain mining claims by June 18, 2007.

Since then, Beruschi has still not delivered the mining claims to Boss Power, which commenced the arbitration in 2012 after Beruschi still had not returned the escrowed shares. The case was heard from April 22, 2013 to April 25, 2013 and on November 6, 2013.

Boss Power defeats new short notice application by two Beruschi companies

Regarding the new Beruschi legal initiative, the Supreme Court of British Columbia yesterday dismissed an application brought on short notice by Beruschi's Magic Dragon and Beruschi's Morning Star Resources Ltd. The application sought to abridge the regular notice period for a petition seeking to prevent Netolitzky from serving as Chair of the Meeting. If that short-notice application had been granted, the Court would have held a hearing today on the petition.

In dismissing the short-notice application, the Court found that the pre-requisites for a short notice hearing were not met. As a result, and in accordance with the Company's articles, Netolitzky will serve as Chair of the Meeting.

At the Meeting, shareholders will be asked to choose a Board of Directors comprised either of five Boss Power nominees or four dissident nominees put forward by Beruschi. Boss Power believes that its five highly experienced and independent nominees will act in the best interest of all shareholders and are better positioned than Beruschi's nominees to create value for shareholders and provide Boss Power with good corporate governance. Boss Power's five nominees are also supported by Institutional Shareholder Services ("ISS"), the leading independent proxy advisory firm.

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 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.

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)