Boss Power Corporation to Complete Divisive Reorganization in January by 24hgold

Mots clés associés : 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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