Boss Power Corp. Reaches Agreement with the Beruschi Parties
01 April 2014 - 7:28PM
Marketwired
Boss Power Corp. Reaches Agreement with the Beruschi Parties
VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 1, 2014) -
Anthem Resources (TSX-VENTURE:AYN) ("Anthem") is pleased to
announce that Boss Power Corp. (TSX-VENTURE:BPU) ("Boss Power")
signed a binding letter agreement with Anthony Beruschi and his
related corporate entities (collectively, the "Beruschi Parties")
setting out the terms and conditions upon which the parties will
settle all of the legal disputes between them and complete a
divisive reorganization of Boss Power pursuant to a plan of
arrangement.
In accordance with the binding letter agreement, and subject to
the different conditions therein, Boss Power and the Beruschi
Parties 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 agreed to pay Boss Power $30,000,000 plus
costs, for loss of the economic value of the Blizzard uranium
deposit upon the surrender and cancellation of the mineral
claims.
Boss Power has 76,450,348 million shares outstanding on a fully
diluted basis, pro forma for the cancellation of 2,000,000 Beruschi
Party shares as a consequence of an arbitration ruling in November
2013. Taking into account the shares to be cancelled, the Beruschi
Parties are estimated to control 23,574,664 million shares of Boss,
or 30.8% of the company on a fully diluted basis.
Anthem owns 27,250,000 shares of Boss Power, which represent
35.6% of the company on a fully diluted basis, excluding the
2,000,000 shares to be cancelled. If Boss Power completes its
reorganization and separates from the Beruschi Parties, Anthem is
likely to become the majority shareholder of Boss Power.
The binding letter agreement between Boss Power and the Beruschi
Parties stipulates that 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 a plan of
arrangement under the Business Corporations Act (British Columbia)
(the "Arrangement").
The Arrangement, if approved by Boss Power shareholders, will
effect a division of the settlement proceeds by way of a newly
incorporated spin out corporation ("Newco") that will receive
$0.322 of cash per share for shareholders that elect to become
shareholders of Newco rather than of Boss Power. It is expected
that all Beruschi Parties will elect to become shareholders of
Newco. Other 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 from the Blizzard Settlement, estimated to have a cash
value of $0.369 per share following the completion of the
Arrangement, prior to any transaction related expenses.
Assuming that only the Beruschi Parties elect to become
shareholders of Newco, Boss Power would retain approximately
$19,525,958 of the Blizzard Settlement proceeds prior to the
payment of any transaction related expenses.
The cash value of Anthem's shares in continuing Boss Power
should be worth approximately $10,062,893 before any transaction
related expenses. Anthem currently has 35,419,731 shares
outstanding. Thus, the implied pro forma cash value of Anthem's
Boss position should be worth $0.281 for each Anthem share,
excluding any transaction related expenses for the Arrangement.
While the letter agreement between Boss Power and the Beruschi
Parties is binding, it contemplates the execution of an arrangement
agreement. The completion of the transaction is also subject to
various other conditions, including approval of Boss Power
shareholders, approval of the Arrangement by the British Columbia
Supreme 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 possible. The Arrangement is
expected to close in June 2014.
About Anthem Resources
Anthem Resources Inc. is a Canadian exploration company, which
holds a number of mineral properties, joint ventures and royalty
interests. Anthem also owns a portfolio of securities in various
junior exploration companies.
On Behalf of the Board of Directors of ANTHEM RESOURCES INC.
Walter Coles Jr., President & CEO
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
Arrangement, 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 Anthem's expectations
include uncertainty as to the completion of the Blizzard Settlement
and the Transaction in accordance with the terms and conditions of
the binding 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. Anthem's
forward-looking statements reflect the beliefs, opinions and
projections on the date the statements are made. Anthem assumes no
obligation to update the forward-looking statements of beliefs,
opinions, projections, or other factors, should they
change.
Neither TSX
Venture Exchange nor its Regulation Services Provider (as that term
is defined in the policies of the TSX Venture Exchange) accepts
responsibility for the adequacy or accuracy of this
release.
Anthem Resources Inc.Walter Coles, Jr.President/CEO(604)
568-7709(604) 669-2543Anthem Resources Inc.Tony PerriInvestor
Relations, Manager(604) 568-7709(604) 669-2543(604) 669-2543
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