Boss Power Corp.

Boss Power Corp.

November 01, 2013 08:00 ET

ISS Recommends Shareholders Vote YELLOW Proxy FOR the Boss Power Nominees

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 1, 2013) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") announced today that Institutional Shareholder Services Inc. ("ISS"), a leading independent international corporate governance analysis and proxy advisory firm, has recommended that its clients vote the YELLOW proxy in support of the Boss Power nominees for the Board of Directors at the upcoming Annual General and Special Meeting of Shareholders (the "Meeting"). ISS also recommended that shareholders approve the Company's Advance Notice Policy and Stock Option Plan.

ISS made its recommendations after reviewing the issues raised by Boss Power and by dissident Morning Star Resources Ltd., owned by Anthony Beruschi ("Beruschi") and after carefully considering the outcome that is in the best interests of the Boss Power shareholders.

"We welcome ISS' independent validation that the qualified Boss Power nominees are better positioned to deliver positive change and protect the interests of all shareholders," said Ron Netolitzky, Chairman and Acting CEO of Boss Power. "We are confident that our shareholders will also recognize the danger posed by Beruschi and follow ISS' recommendation to vote the YELLOW proxy to protect the future of Boss Power."

In recommending that its clients vote the YELLOW proxy FOR the Boss Power nominees, ISS makes the following points*:

  • "The management nominees have a good combination of mining and finance background, whereas few of the dissident nominees appear to have relevant skills and the lack of mining background of the dissident nominees may be a cause of concern given the company's nature of business."
  • "Management appears to be more credible in making efforts in solving the current [dilemma] situation of the company in a way that appears to be more minority shareholder friendly."
  • "The short-term nature of the dissident plan and the relatively irrelevant background of the dissident nominees may raise concerns regarding the dissident's real intention for launching the proxy contest which may not be of interest in generating sustainable long-term shareholder value of the company."
  • "There appears to be no long-term business plan proposed by the dissident in order to better shape the company's operating strategy that will be likely to deliver sustainable shareholder value to other shareholders."
  • "Once the dissident has control of the board, he and his board elect may then provide the submissions from both the Boss and Beruschi side of the dispute, upon which the Court will rely in determining the value of the B claims and any payable royalty compensation, possibly to the detriment of other shareholders."
  • "Although the management plan will not perhaps result in immediate resolution of the settlement, it is more constructive and reasonable in nature over the longer term and from a shareholder viewpoint."

Act NOW to stop Beruschi and protect your investment in Boss Power

Shareholders are urged to vote the YELLOW proxy in support of Boss Power's qualified nominees well in advance of the voting deadline of 11 am (Vancouver time) on Tuesday, November 12, 2013. The Meeting is scheduled to take place on November 14, 2013. Shareholders who have questions or require assistance with voting may 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


Ron Netolitzky, Chairman and Acting CEO

*Permission to quote from ISS report was neither sought nor obtained.

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

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