Morning Star Resources Ltd.

November 04, 2013 16:53 ET

Independent Director of Boss Declares Support for Concerned Shareholder and Intends to Vote for Its Director Nominees

Validates Concerned Shareholder's "allegations" against certain members of board

Proves Boss's many lies and shams - don't trust what the conflicted directors are telling you

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 4, 2013) - Morning Star Resources Ltd. (the "Concerned Shareholder") today announced that Boss's only independent director (the "Independent Director") has declared his support for the Concerned Shareholder and will vote for the Concerned Shareholder's nominees at the upcoming annual shareholder's meeting of Boss Power Corp. on November 14, 2013.

In making his sworn declaration, the Independent Director has demonstrated that Boss's proxy campaign, led by two conflicted directors of the board (the "Conflicted Directors"), has largely been a sham. The Conflicted Directors' goal has been to "win at all costs", regardless of truth or facts, or the interests of Boss's shareholders. The Concerned Shareholder has repeatedly told shareholders that the Conflicted Directors did not have Boss's best interests at heart, were negotiating on behalf of Anthem and were knowingly hiding vital information from shareholders. Instead of being truthful, the Conflicted Directors responded by launching a smear campaign designed to discredit the Concerned Shareholder. The truth is now out, as evidenced by one of Boss's "own". It is clear who was telling the truth (the Concerned Shareholder), and who has been lying to shareholders (the Conflicted Directors).

The Independent Director also confirmed that Boss's management information circular contains false, improper and misleading statements. Morning Star has written to Boss to demand that Boss's circular be refilled to include accurate and candid disclosure of all material facts so that shareholders can make a reasoned decision on the future directors of Boss. The Concerned Shareholder urges shareholders not to rely on Boss's management information circular until a truthful circular is filed.

In light of the Independent Director's sworn declaration, the Concerned Shareholder is also demanding that Boss immediately retract its previous untruthful news releases. This includes Boss's news release from just today, where the Conflicted Directors untruthfully stated: "Your board is more convinced than ever" and "[Netolitzky's nominees] have the unanimous support of the current Boss board." As we all now know, this is a bald-faced lie. Don't believe what the Conflicted Directors are telling you in their sham news releases.

In reaching his decision to support the Concerned Shareholder's nominees, the Independent Director stated that:

Only the Concerned Shareholder's nominees can close the $30 million settlement with the Province in a reasonable amount of time in a manner fair to all shareholders. Netolitzky's nominees can't close the settlement. If Netolitzky's nominees are elected, there is a risk that the $30 million settlement will be lost.

The Concerned Shareholder's nominees are better candidates for the board than Netolitzky's nominees to close the $30 million settlement.

There is a very real and important benefit to Boss and its shareholder in the Concerned Shareholder's nominees being appointed to Boss's board.

He was misled on a number of material issues regarding, among other things, the B claims dispute, Boss's strategies to complete the $30 million settlement and the arbitration involving Mr. Beruschi's shares held in escrow.

The Independent Director also noted or confirmed a number of other very important matters:

Boss agreed to transfer Mr. Beruschi's B claims to the Province without his knowledge or consent, and then purposely kept this information from him.

The Conflicted Directors unilaterally decided to abandon settlement talks with Mr. Beruschi.

Boss has not made proper public disclosure on the settlement or the B claims dispute. Negotiations on the settlement appear to have been structured to allow Anthem to get an undeserved financial upside. These negotiations were led, in part, by Don Siemens. This is one of Anthem's proposed "independent" nominees.

Interference by the Conflicted Directors on behalf of Anthem jeopardized the settlement and have contributed to the current failure to close the B claims dispute. Boss's arbitration against Mr. Beruschi was designed to give Anthem greater control over the board by cancelling certain of Mr. Beruschi's shares.

That Mr. Beruschi did not act for Boss on the previous trust agreements as Boss has only very recently claimed.

Mr. Beruschi, the president of the Concerned Shareholder stated: "The statements made by the Independent Director validate what I've been telling shareholders for months - Boss agreed to transfer my B claims without my knowledge or consent, tried to hide it from me and then refused to negotiate in good faith to settle the dispute they caused. In fact, instead of fairly negotiating with me, they chose to attack and discredit me. The Independent Director's sworn statement also makes clear that he believes negotiations on the settlement were tailored to benefit Anthem."

Don't let Boss's $30 million settlement be lost. Shareholders should vote their BLUE proxy or VIF today. A vote for your BLUE proxy or VIF is a vote to save the $30 million settlement

For assistance voting your BLUE proxy or VIF, shareholders should contact Valiant Trust Company toll-free at 1-877-699-4880 or 1-866-313-1872, or by email at Our proxy circular and letter to shareholders has been mailed to shareholders and is also available on SEDAR at To keep current with further developments and for information about how to vote your shares, we have set up a website at, which we encourage shareholders to visit regularly.

Contact Information

  • Morning Star Resources Ltd.
    Anthony J. Beruschi
    502-535 Thurlow Street, Vancouver, BC V6E 3L2