BPU

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
    shareholders.



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
assistance@laurelhill.com. 


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.
Tony Perri
Investor Relations, Manager
(604) 688-8115
(604) 669-2543 (FAX)

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