Boss Power Corp., Morning Star Resources Ltd., Magic Dragon Ventures Ltd. And Anthony Beruschi Reach Settlement of Disputes R...
01 Abril 2014 - 2:34PM
Marketwired
Boss Power Corp., Morning Star Resources Ltd., Magic Dragon
Ventures Ltd. And Anthony Beruschi Reach Settlement of Disputes
Related to Blizzard Settlement
Agree to Divisive ReOrganization Pursuant to a Plan of
Arrangement
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 1, 2014) - Boss
Power Corp. (TSX-VENTURE:BPU) ("Boss Power"), along with Morning
Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony
Beruschi (collectively, the "Beruschi Parties"), jointly announce
that they have entered into a binding letter agreement (the "Letter
Agreement") setting out the terms and conditions upon which, and
the manner in which, Boss Power and the Beruschi Parties will
settle all of the legal disputes between them and complete a
divisive reorganization pursuant to a plan of arrangement (the
"Transaction").
In accordance with the Letter Agreement, Boss Power and Mr.
Beruschi will surrender for cancellation the mineral claims
constituting the Blizzard uranium deposit and certain peripheral
properties to the Province of British Columbia (the "Province") as
contemplated in the settlement agreement dated October 19, 2011
(the "Blizzard Settlement"). Under the terms of the Blizzard
Settlement the Province has agreed to compensate Boss Power
$30,000,000, plus costs, in settlement of Boss Power v. Her
Majesty the Queen in Right of British Columbia, BCSC Action
No. S087266. For additional information respecting the Blizzard
Settlement see the Boss Power press release date October 20,
2011.
Under the Letter Agreement the proceeds of the Blizzard
Settlement will be paid as follows: (i) $3,600,000 to Anthony
Beruschi; (ii) $2,500,000 to Boss Power for interim funding
purposes; and (iii) the balance of the settlement proceeds to be
held in trust pending completion of the divisive reorganization by
way of plan of arrangement under the Business Corporations Act
(British Columbia) (the "Arrangement").
The Arrangement, if approved, will result in the Beruschi
Parties, and any other holders of common shares of Boss Power
("Boss Shares") that validly elect (collectively, the "Electing
Boss Shareholders"), holding shares of a newly incorporated
corporation ("Newco") that will have as its primary asset cash in
an amount equal to $0.322 per Boss Share held by the Electing Boss
Shareholders immediately prior to the completion of the
Transaction. Newco's directors upon incorporation will be nominees
of Anthony Beruschi and Newco will ratify the Letter Agreement and
Newco's obligations contained in the Letter Agreement. The Boss
Power shareholders that do not elect to become shareholders of
Newco will continue to be shareholders of Boss Power, which will
have as its primary assets the balance of the proceeds of the
Blizzard Settlement. It is estimated that following the
Transaction, both Boss Power and Newco will have over $0.32 per
share in working capital, based on preliminary estimates.
Pursuant to the Letter Agreement, immediately prior to the
completion of the Transaction, Boss Power will assign to Newco
potential causes of action against, and rights to claim
compensation from, a specified third party resulting from the
inclusion of the mineral claims beneficially owned by Mr. Beruschi
(the "B-Claims") in the Blizzard Settlement. In addition, should
Boss Power exercise its rights to claim compensation for loss or
damages caused by the inclusion of the B-Claims in the Blizzard
Settlement from any other party, Boss Power will pay 50% of the net
recovered to Newco.
Further, immediately prior to the completion of the Transaction,
Newco will assume and acknowledge itself responsible for, and waive
any defences for, any claims made by the Beruschi Parties
respecting the legal disputes between Boss Power and the Beruschi
Parties, and the Beruschi Parties will provide Boss Power and each
of its current and former directors with a covenant not to sue.
Both Newco and the Beruschi Parties will also indemnify Boss Power
and its current and former directors respecting any proceedings
initiated by the Beruschi Parties or Newco. Boss Power will provide
a reciprocal covenant not to sue the Beruschi Parties.
With respect to the 2,000,000 escrowed Boss Shares subject to
arbitration between Boss Power and Magic Dragon Ventures Ltd., the
Letter Agreement provides these shares will be cancelled
immediately prior to the completion of the Transaction.
While the Letter Agreement is binding, it contemplates the
execution of an arrangement agreement and the completion of the
Transaction is subject to various other conditions, including
approval of Boss Power's securityholders, approval of the
Arrangement by the British Columbia court, regulatory approvals
including the approval of the TSX Venture Exchange and customary
closing conditions for a transaction of this nature. Boss Power and
the Beruschi Parties have agreed to work diligently and in good
faith to sign the arrangement agreement as soon as is
practicable.
Under the terms of the Letter Agreement, the parties have agreed
to hold in abeyance all litigation between them pending the
completion or abandonment of the Transaction and extend any
limitation period for the commencement of any such litigation until
the completion or abandonment of the Transaction. In the event the
Transaction is completed all legal proceeds that have been
commenced will be withdrawn and terminated, with each party bearing
their own costs.
Full details of the Transaction will be included in an
information circular to be mailed to Boss Power shareholders in
accordance with applicable securities laws. The Transaction is
expected to close in June 2014.
The board of directors of Boss Power have approved the
Transaction and have determined that the transaction is in the best
interests of Boss Power and its shareholders. The Transaction will
allow the Blizzard Settlement to close, ensuring the $30,000,000,
plus costs, compensation amount is not revoked by the Province.
Furthermore, the settlement extracts Boss Power from what would
otherwise be years of litigation, and allows the contingent of
dissenting Boss Power shareholders to be spun-out into Newco,
paving the way for Boss Power to move forward free of the
debilitating conflict that has racked the company for years. Boss
Power's board of directors recommends that Boss Power shareholders
vote in favour of the proposed Arrangement.
"We are pleased to have reached agreement with Anthony Beruschi
on the proposed settlement," said Ron Netolitzky, Acting CEO of
Boss Power. "This resolution will permit Boss Power's board to
advance the Company with a significant treasury during a period of
market weakness which will offer excellent opportunities to
identify new ventures."
Forward-Looking Information: This release contains
forward-looking information within the meaning of applicable
Canadian securities legislation. All statements, other than
statements of historical fact, included herein including, without
limitation, plans for and intentions with respect to the
Transaction, are forward-looking statements. Forward-looking
statements involve various risks and uncertainties. There can be no
assurance that such statements will prove to be accurate, and
actual results and future events could differ materially from those
anticipated in such statements. Important factors that could cause
actual results to differ materially from Boss Power's expectations
include uncertainty as to the completion of the Blizzard Settlement
and the Transaction in accordance with the terms and conditions of
the Letter Agreement; the accuracy of management's assessment of
the effects of the successful completion of the Transaction; the
timing and prospects for Boss Power's shareholder acceptance of the
Arrangement and the implementation thereof; and the satisfaction of
any conditions to an Arrangement. Boss Power's forward-looking
statements reflect the beliefs, opinions and projections on the
date the statements are made. Boss Power assumes no obligation to
update the forward-looking statements of beliefs, opinions,
projections, or other factors, should they change.
Neither the
TSX Venture Exchange nor the Investment Industry Regulatory
Organization of Canada accepts responsibility for the adequacy or
accuracy of this release.
BOSS POWER CORP.Ron NetolitzkyActing CEO(604) 688-8115MORNING
STAR RESOURCES LTD.,MAGIC DRAGON VENTURES LTD. ANDANTHONY
BERUSCHIAnthony Beruschi
(TSXV:BPU)
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