Boss Power Management and Board Exercise Options to Help Protect Boss Power From Dangers Posed by Beruschi
(Marketwire (Canada) Via Acquire Media NewsEdge) VANCOUVER, BRITISH COLUMBIA--(Marketwired - Oct. 25, 2013) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") today explained why certain directors and officers exercised stock options two weeks ago.
Boss Power is also responding to an error-filled news release issued yesterday by dissident shareholder Anthony Beruschi. In his news release Beruschi complained about the properly disclosed exercise of options by certain Boss directors and officers.
"When my colleagues and I exercised our options two weeks ago, our motivation was simple," said Ron Netolitzky, Chairman and Acting CEO of Boss Power. "We were already shareholders but we wanted to add to our voting power in the hopes that it might help protect Boss Power from the dangers posed by Beruschi."
"We believe Beruschi only issued his latest news release to distract shareholders from the real issues about his poor track record with public companies and the weak team he has nominated to the Boss Power Board. We ask shareholders to read our Management Information Circular to learn more about Beruschi's track record of value destruction with publicly traded companies, especially as President and CEO of Goldbank Mining Corp. We are confident that shareholders will agree with us that Beruschi has to be stopped."
Boss Power urges shareholders to vote the YELLOW proxy in support of Boss Power's five new nominees for the Board. The Boss Power nominees have far better and more relevant qualifications than the four dissident nominees put forward by Beruschi.
What Beruschi did with his own Boss Power options
Beruschi complains in his news release that two departing directors exercised options "on the way out." But he hypocritically neglected to mention his own exercise of Boss Power options last year when he resigned as a director.
The facts are simple: less than a month after his resignation from the Board of Boss Power on July 20, 2012, Beruschi exercised all of his vested options to acquire 266,666 Boss Power shares. He did exactly what he now asserts is a "fleece" against shareholders.
Notably, when Beruschi exercised his Boss Power options the shares were trading in the market for $0.25, nearly double his exercise prices of $0.13 per share for 66,666 shares and $0.14 per share for 200,000 shares, providing him with a substantial unrealized gain. When certain directors and officers of Boss exercised their options two weeks ago, Boss shares were trading in the market at $0.145 per share. The minimal exercise price discount of 1.5 cents clearly indicates that the underlying motivation was not immediate personal gain but to protect Boss Power from Beruschi.
Boss Power did not exercise options from Randy Rogers' estate or pay for votes
Beruschi falsely and disrespectfully claimed that Boss Power tried to "raise the dead" through option exercises by the estate of Randy Rogers, the late President and CEO of Boss Power. Beruschi also falsely claimed that Boss Power's chairman and acting CEO Netolitzky was buying votes.
The fact is that the Rogers' estate has not exercised any options. There are no grounds for Beruschi to claim otherwise. Similarly, Netolitzky has neither paid for, nor offered to pay for, anyone's options but his own. He offered a personal loan to another director in case that director did not have sufficient funds to exercise his options should he wish to do so. Netolitzky did not provide such a loan.
Beruschi is trying to distract shareholders from the real issues
Boss Power urges shareholders not to be distracted by Beruschi's calculated criticisms. Rather, shareholders should question Beruschi's silence on the key issues. The Company's October 22 Letter to Shareholders and Management Information Circular, which are available on www.bosspower.ca and on www.sedar.com, present troubling evidence that:
-- Beruschi's interests are not aligned with other shareholders. Several
millions of dollars are at stake in a number of disputes between Boss
Power and Beruschi. Boss Power believes these disputes should be pursued
and resolved not for Beruschi's personal benefit but rather for the
benefit of all shareholders. In Boss Power's view there is a risk that
if Beruschi's nominees are elected they will hand him what he wants, to
the detriment of Boss Power and its shareholders other than Beruschi.
-- Beruschi generally failed to provide any sustained benefit to
shareholders as a director and officer of publicly-traded companies,
while his boards allowed him to extract significant compensation.
-- Beruschi's slate is weak. Two of his nominees have no experience as
directors of public companies and the two nominees who do have public
company exposure have a track record, like Beruschi, of experiences and
outcomes that have generally failed to provide any sustained benefit to
How Shareholders can stop Beruschi and protect their investment in Boss
Shareholders are urged to vote the YELLOW proxy in support of Boss' qualified nominees well in advance of the voting deadline of 11 am (Vancouver time) on Tuesday, November 12, 2013. For assistance voting, shareholders should contact Boss' 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 firstname.lastname@example.org.
On Behalf of the Board of Directors of BOSS POWER CORP.
Ron Netolitzky, Chairman and acting CEO
Neither the TSX Venture Exchange nor the Investment Industry Regulatory Organization of Canada accepts responsibility for the adequacy or accuracy of this release.
FOR FURTHER INFORMATION PLEASE CONTACT:
Boss Power Corp.
Investor Relations, Manager
(604) 669-2543 (FAX)
Source: Boss Power Corp.
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