Anthem Resources (
TSX-V:AYN,
StockForum), a Vancouver-based firm engaged in the acquisition, exploration and development of Canadian mineral properties, announced today that the company’s partially-owned subsidiary, Boss Power, had signed a binding letter of agreement with Anthony Beruschi and related entities outlining terms and conditions on which the parties will resolve their legal differences and finish a divisive reorganization of the company.
According to the
news release, “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.”
There are a total of 76.45 million outstanding shares in Boss Power on a fully diluted basis. With 2.0 million Beruschi shares due to be canceled because of an arbitration ruling in November 2013, the Beruschi parties are estimated to own 23.57 million Boss Power shares or 30.8% of the company on a fully diluted basis.
Anthem Resources owns 27.25 million Boss shares, representing 35.6% of the company’s total issued shares, therefore if Boss Power completes a separation from the Beruschi parties, Anthem stands to be the majority shareholder in Boss Power.
If the shareholders approve the aforementioned plan of arrangement, a new spin-out corporation (“Newco”) will be created to facilitate the division of Boss’ settlement with the BC government, and will receive $0.322 of cash per share. It is anticipated that all Beruschi parties will become shareholders in Newco.
All other shareholders still with Boss Power are expected to benefit from the remainder of the Blizzard settlement, resulting in an estimated cash value of $0.369 per share. Anthem should be worth $10.06 million prior to any transaction expenses so with its 35.42 million outstanding shares in Boss, the company should have an implied pro forma cash value worth of $0.281 per Anthem share, excluding transaction expenses.
The complete of the transaction is still subject to conditions, including shareholder support, BC Supreme Court and regulatory approvals. Both Boss Power and Beruschi parties will act in good faith and work toward a signed arrangement agreement. The agreement is anticipated to close in June 2014.
Anthem was in the news recently when
the company filed a claim against the Province of British Columbia seeking damages for expropriation of uranium interests in the first week of March.
Shares soared 108.33% on the news to $0.125 per share.
Currently there are 35.4m outstanding shares with a market cap of $4.4 million.