BPU

Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") today urged
shareholders not to hand control of the company to the nominees of dissident
shareholder Anthony Beruschi. 


Boss Power said shareholders should not support a plan proposed yesterday by
Beruschi. Boss Power believes it could hand Beruschi in excess of 47% of Boss
Power's $30 million settlement agreement with the Province of British Columbia,
which is far more than his fair share. 


Boss Power also notes that Beruschi finally acknowledged yesterday to a
disclosure omission in his dissident circular. As Boss Power first pointed out
on Monday, the dissident circular omitted damaging but required bankruptcy
information involving dissident nominee Kirk Shaw. Boss Power will comment below
on this belated Beruschi admission as well as Beruschi's attempt to minimize it
and bury it in the tenth paragraph of yesterday's dissident news release. 


Boss Power reiterated that its five highly experienced nominees for the Board of
Directors will review all of the available business alternatives to maximize
value for shareholders and act in the best interests of all shareholders. Boss
Power and Institutional Shareholder Services Inc. ("ISS"), the leading
independent proxy advisory firm, recommend that shareholders vote the YELLOW
proxy for the five new Boss Power nominees. 


"As a last minute attempt to secure votes, Beruschi has announced a rash plan
that may not protect the interests of shareholders, nor be the best approach for
tax or other reasons. In contrast, Boss Power's nominees' are asking for
shareholders' support on the merit of their qualifications and track records,"
said Ron Netolitzky, Boss Power's Chairman and Acting Chief Executive Officer. 


"We urge shareholders to carefully question Beruschi's plan and note the large
share of the settlement proceeds Beruschi could receive. There are many
uncertainties in Beruschi's plan, including the actual form of his proposed
transactions, missing valuation information, and a complete lack of information
on the tax impact on Boss Power or its shareholders."


To avoid the risks associated with Beruschi, his nominees and his superficial
plan, shareholders should vote the YELLOW proxy to appoint an experienced group
of directors who will take the time to carefully consider all alternatives and
act in the best interests of all shareholders.


Handing 47% to Beruschi is far too much 

In the event that Beruschi's nominees are elected, Boss Power cautioned that
they will have no obligation to carry out Beruschi's plan. But if they do carry
it out, Boss Power believes Beruschi will be positioned to personally take in
excess of $14.2 million, or 47%, of Boss Power's claims expropriation settlement
with the Province of British Columbia. That percentage is far more than a fair
share for Beruschi, who owns 32.6% of Boss Power. 


There are two components to Beruschi's excessive proceeds of $14.2 million, Boss
Power believes. They are:




--  $6.5 million as compensation from Beruschi's hand-picked nominees for
    Beruschi's many monetary disputes with Boss Power. 
--  $7.7 million representing Beruschi's share of Beruschi's proposed $23.5
    million distribution (assuming Beruschi can really deliver on his
    promise of $0.30 per share and assuming all shareholders participate). 



Boss Power believes it is not coincidental that after Beruschi's proposed $23.5
million distribution, $6.5 million would remain. That's exactly how much
Beruschi demanded from Boss Power on May 22, 2013 as compensation for his B
Claims and several other monetary disputes with Boss Power. 


Beruschi's demands include royalties, reimbursement of legal fees and taxes, and
2 million escrowed shares for mineral claims he never delivered. Other than the
B Claims, Beruschi has never disclosed his demands to shareholders. Boss Power
believes this is because Beruschi does not want shareholders to be aware of the
extent to which his interests are not aligned with theirs.


Risks to the Beruschi plan 

Boss Power believes that Beruschi's plan fails to carefully consider all issues
and Beruschi cannot ensure that his nominees will be held accountable for
Beruschi's promises. In particular, Beruschi's plan:




--  Purports to guarantee a minimum distribution to shareholders, even
    though Beruschi has no way of calculating what will actually be
    available for such distribution. It is unclear if Beruschi has taken
    into account: 
    --  Taxes payable by Boss Power on the $30 million settlement, the
        claims of other claimants to the settlement and Boss Power's legal
        fees related to the settlement; 
    --  Valuation and fairness opinion fees in the event of a share buyback;
    --  Expenses for which Beruschi may first demand reimbursement,
        including his arbitration fees and his costs for the proxy fight he
        initiated; and 
    --  The likely, and excessive, $6.5 million that Beruschi demands for
        the B Claims, royalties and reimbursement of legal fees and taxes.  

--  Appears not to take other business considerations into account. Such
    considerations, which Boss Power's nominees would weigh, might lead to
    better alternatives and more value for all shareholders. Boss Power
    believes that its nominees will review all of the alternatives and are
    much better positioned than the dissident nominees to select the most
    favourable alternative for Boss Power's shareholders. 



Shaw's undisclosed bankruptcy augments mistrust

Among the many reasons to mistrust Beruschi and his team is the omission of
required bankruptcy information involving dissident nominee Shaw in Beruschi's
dissident circular. Boss Power is troubled by the belatedness of Beruschi's
admission and Beruschi's assertion that the omission was not material. What
other required disclosure might Beruschi and his nominees have omitted, or omit
in the future, and justify on similar grounds? 


It appears to Boss Power that there are multiple breaches by Shaw of this
bankruptcy disclosure requirement. Boss Power notes Shaw's bankruptcy
information was also not disclosed in documents filed over the past two years by
at least two other publicly-traded companies where Shaw serves as a director. 


For one of these companies, Ultra Resources Corp., Shaw also serves as the
President and Chief Executive Officer, which further heightens his
responsibility for the disclosure omission. Yet, Beruschi would have you believe
that Shaw has "extensive experience with public company disclosure
requirements," as Beruschi asserted in the dissident circular.


Boss Power believes that Shaw may be ineligible to stand as a director of Boss
Power without the written consent of the TSX-Venture Exchange because securities
regulators suspended trading in a company of which Shaw was a director. With
Shaw's apparent multiple breaches of the bankruptcy disclosure requirement, such
consent may not readily be forthcoming.


Shareholders should also mistrust Beruschi's description of Shaw yesterday as "a
well-respected television and film producer." The Writers Guild of Canada, a
trade association that governs many professionals in this industry, takes a
different view. It has placed twelve of Shaw's productions on a warning list,
labeling Shaw an "unfair engager" for failing to abide by the Guild's grievance
procedures. When assessing Beruschi and his dissident nominees, Boss Power
shareholders should take into account the Writers Guild warning against Shaw and
Beruschi's failure to mention it.


Can Boss Power shareholders really trust Beruschi when he proposes a share
buyback on behalf of his nominees? Boss Power believes the answer is NO. To
protect their investment in Boss Power, shareholders should vote the YELLOW
proxy for Boss' nominees who collectively have:




--  A deep background in geology, mineral exploration, accounting, venture
    capital and resource investment. 

--  A track record of success in negotiations, value creation and mineral
    exploration. 

--  A commitment to move the company forward in the best interests of all
    shareholders. 



Boss Power urges shareholders to vote the YELLOW proxy and ensure Boss Power
receives it prior to the voting deadline of 11:00 PM (Pacific Time) on Tuesday,
November 12, 2013. 


Boss Power's Letters to Shareholders, Management Information Circular and other
proxy materials can be found on Boss Power's website: www.bosspower.ca, as well
as under its SEDAR profile. For assistance voting, shareholders should contact
Boss Power's 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

THE VOTING DEADLINE IS 11:00 PM (PACIFIC TIME) ON NOVEMBER 12, 2013

Your vote is extremely important to the future of your investment in Boss no
matter how many or how few shares you may own. Please discard any proxy or
related materials you may have received from the Dissidents and vote using only
the enclosed YELLOW voting instruction form FOR each of the Boss director
nominees.


Even if you have already voted using the dissident proxy, you have every right
to change your vote simply by executing the YELLOW voting instruction form
enclosed: it is the later-dated voting instruction form that will be counted. If
you have already voted your YELLOW voting instruction form, there is no need to
vote again.


To ensure your vote is received in a timely manner, please vote via the internet
at www.proxyvote.com or by telephone using the phone number located on your
voting instruction form. For assistance voting your YELLOW proxy please contact
Boss Power's Proxy Solicitor Laurel Hill Advisory Group. Toll Free at
1-877-452-7184 or collect at 1-416-304-0211 or by e-mail at
assistance@laurelhill.com


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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