Boss Power Corporation

Published : November 24th, 2014

to Complete Divisive Reorganization in January

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Keywords :   Canada | K Street | Report |

Re:        News Release - Monday, November 24, 2014
Title:     Boss Power to Complete Divisive Reorganization in January

NR: 14-11

Anthem Resources (TSXV: AYN) ("Anthem") is pleased to report that Boss Power Corp. (TSX.V: BPU) ("Boss Power"), along with Morning Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony Beruschi (collectively, the "Beruschi Parties"), have entered into an arrangement agreement providing for the divisive reorganization of Boss Power by way of plan of arrangement (the "Arrangement") as contemplated in the binding letter agreement signed in April of 2014.

The Arrangement 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"), to take shares of Newco that will have as its primary asset cash in the amount equal to $0.322 per Boss Share held by the Electing Boss Shareholders immediately prior to the completion of the Arrangement.

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 asset the balance of the net proceeds of the settlement of Boss Power v. Her Majesty the Queen in Right of British Columbia, less the settlements already paid out to Anthem, Cazador Resources Ltd. and Adam Travis, as well as restructuring and legal expenses incurred. Following the Arrangement, both Boss Power and Newco will have over $0.32 per share in working capital based on preliminary estimates.

The Beruschi Parties and Anthem have entered into lock up agreements with Boss Power under which, amongst other things, ensures they will irrevocably vote their Boss Shares, representing approximately 67.3% of outstanding Boss Shares, in favour of the Arrangement. Assuming that the holders of the Boss Shares approve the Arrangement and the requisite court and regulatory approvals are obtained, the closing is expected to take place in late January 2015.

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 including 27,250,000 shares of Boss Power.

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.

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Boss Power Corporation

CODE : BPU.V
ISIN : CA1001201047
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Boss Power Corp. is a gold exploration company based in Canada.

Boss Power Corp. is listed in Canada and in United States of America. Its market capitalisation is CA$ 12.7 millions as of today (US$ 9.8 millions, € 8.9 millions).

Its stock quote reached its highest recent level on May 23, 2008 at CA$ 74.24, and its lowest recent point on March 27, 2009 at CA$ 0.07.

Boss Power Corp. has 74 775 000 shares outstanding.

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Option Grants of Boss Power Corporation
7/15/2011Boss Power Grants 775.000 Stock Options to Directors, Offic...
Project news of Boss Power Corporation
8/28/2013Responds to News Release by Morning Star Resources Ltd.
4/16/2012Named as Defendant in Lawsuit by Sparton Resources
Corporate news of Boss Power Corporation
7/21/2015Boss Power Corp. Completes Acquisition of Anthem Resources I...
7/17/2015Boss Power and Anthem Resources Merge Following Special and ...
2/25/2015Laurion Announces Letter Of Intent with Boss Power Corporati...
1/23/2015Boss Power Completes Divisive Reorganization
1/23/2015Boss Power Corp. Announces Completion of Plan of Arrangement
1/9/2015Anthem Corporate Update
11/24/2014Boss Power to Complete Divisive Reorganization in January
11/21/2014Boss Power Corp., Morning Star Resources Ltd., Magic Dragon ...
6/2/2014Boss Power Corp. Announces Closing of Blizzard Settlement wi...
4/1/2014IIROC Trading Resumption - BPU
4/1/2014Boss Power Corp., Morning Star Resources Ltd., Magic Dragon ...
3/31/2014IIROC Trading Halt - BPU
11/15/2013Nominees Elected at the Annual General and Special Meeting o...
11/13/2013Wins Arbitration And Defeats A New Beruschi Legal Initiative
11/11/2013Says Shareholders Should Not Be Influenced By Dissident Beru...
11/7/2013Says Don't Hand Control to Beruschi
11/6/2013Majority of Boss Power Board Continues to Recommend Sharehol...
11/4/2013Files Letter to Shareholders: Why Beruschi Should Not Be Tru...
11/1/2013ISS Recommends Shareholders Vote YELLOW Proxy FOR the Boss P...
10/30/2013Warns Shareholders: Beruschi Is The Problem - Not The Soluti...
10/25/2013Management and Board exercise options to help protect Boss P...
10/23/2013Board of Boss Power to Step Down; Nominates Highly Qualified...
10/15/2013Receives Advance Notice of Dissident Nominees; Provides Upda...
10/8/2013It Is Time for Anthony Beruschi To Do the Right Thing For AL...
10/1/2013Rejects Allegations made by Anthony Beruschi
9/23/2013formal offer to pay Morning Star's President, Anthony Berusc...
9/23/2013Formal Offer to Pay Morning Star's President, Anthony Berusc...
9/12/2013Responds to Morning Star Resources Ltd. and Announces Annual...
4/30/2013Provides Update on Ongoing Litigation
4/4/2013Continues Search for CEO
3/26/2013The President and CEO of Boss Power Dies of a Heart Attack
8/17/2012Provides Results From AGM
7/20/2012Provides Update to Settlement with BC Government
5/18/2012to Finalize Settlement with BC Government
7/13/2011Provides Update from AGM
3/28/2011Provides Update on Progress of Expropriation Lawsuit Against...
9/16/2009Extends Warrant Period
12/5/2008Amends Warrant Terms
12/1/2008Receives Statement of Defence in Lawsuit Against Province of...
9/15/2008Announces Changes to Board of Directors
4/11/2008Engages Klohn Crippen Berger for Environmental Baseline Stud...
2/11/2008Creates Uranium Advisory Board
9/28/2007Re-organization; New Chair and CEO Announced
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