Boss Power Files Letter to Shareholders: Why Beruschi Should Not Be Trusted

Editors Note: There is an image associated with this release.

Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the  "Company") today
announced that it has filed and is mailing a letter to shareholders regarding
the proxy contest initiated by dissident shareholder Morning Star Resources
Ltd., owned by Anthony Beruschi ("Beruschi"). The letter warns shareholders not
to trust Beruschi.


A vote for Boss Power's Board of Directors will take place at the Company's
Annual General and Special Meeting on November 14, 2013. Boss Power urges
shareholders to vote the YELLOW proxy AGAINST Beruschi and FOR the five new Boss
Power nominees, who 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 



In the letter, which is reproduced below, Boss Power details some of the ways
Beruschi is attempting to mislead shareholders and misrepresent the facts. Among
other things, Beruschi's dissident information circular failed to disclose, even
though it was required to disclose, damaging financial history about his nominee
Kirk Shaw and Shaw's eligibility to serve on the Boss Power Board.


Boss Power urges shareholders to read the letter and 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 [e-mail]. 


Letter to Shareholders:

Dear fellow shareholder,

Don't Trust Beruschi and his four nominees

Your Board is more convinced than ever that dissident Anthony Beruschi and his
four nominees should not be trusted. Beruschi has, among other things:




--  Misleadingly presented his dissident nominees as independent of
    Beruschi. In fact, two dissident nominees-Kirk Shaw and Ray Roland-have
    business histories that are so pervasively intertwined with Beruschi's
    that it is impossible for shareholders to know with confidence whose
    interests they are really serving. 
--  Mailed a misleading information circular to the Boss shareholders that
    fails to disclose damaging financial history about his nominee Shaw and
    Shaw's eligibility to serve on the Boss Board. 
--  Misrepresented his negotiating position on B Claims. 
--  Remained silent on an array of key monetary issues, because he doesn't
    want you to understand the full extent to which his interests are not
    aligned with yours. 
--  Misrepresented Boss' position on Court neutrality and vote buying. 



In this letter we will correct the record. After you read it, we urge you to
vote the YELLOW proxy for a new group of five experienced directors. They have
the unanimous support of the current Boss board that is stepping down, as well
as the support of Institutional Shareholder Services Inc. ("ISS"), a leading
independent international corporate governance analysis and proxy advisory firm.


Don't trust Beruschi - he is joined at the hip to Shaw and Roland

Boss cautions shareholders not to trust the biographies of Shaw and Roland that
Beruschi provided in his dissident circular and news releases. These biographies
don't show how closely connected Shaw, Roland and Beruschi are. 


Beruschi doesn't want you to know about the full extent of these relationships
because it casts doubt on his assertion that his nominees are independent of
him. Boss believes that Beruschi, Roland and Shaw are, in effect, a team of
related parties.


Boss invites shareholders to review the illustration below, which shows more
than 30 relationships between Beruschi, Roland and Shaw in five publicly-traded
companies. This illustration was prepared from public data disclosed by the five
companies. It is intended as a sampling of their connections to each other, not
a complete record. 


To view the image associated with this release, please visit the following link:
http://www.marketwire.com/library/20131103-908859img.jpg. 


These relationships will have a strong impact on John Skinner, the dissident
nominee that Beruschi has just anointed as CEO of Beruschi's Boss. Skinner, a
winery owner and former stockbroker, has no experience running either a
publicly-traded company or a mineral exploration company. Skinner won't likely
be able to fend off Beruschi's plan to "work with" his nominees, as Beruschi
deftly describes it. 


For Beruschi "work with" likely means entering into a spectrum of contracts with
him for management, rent, accounting and other services. For an example, look at
Beruschi's Goldbank Mining Corp., where shareholders were burdened with a 99.9%
stock price plunge while Beruschi harvested millions of dollars in compensation
under related party transactions. 


Don't trust Beruschi - he mailed a misleading circular on a bankruptcy involving
Shaw


In his dissident circular Beruschi fails to provide required disclosure about
his nominee Shaw. Here is what Beruschi omitted: until January 10, 2012 Shaw was
a director of a company that filed for bankruptcy nine days later. Under
Canadian securities regulations, Shaw was required to disclose the bankruptcy
because he served as a director of the company within a year of its bankruptcy
filing.


That is not all. Beruschi fails to mention that Shaw requires, and does not
have, the written consent of the TSX Venture Exchange to serve as a director of
Boss. He needs consent because securities regulators in British Columbia
suspended trading in a company of which Shaw was a director.


Boss believes these omissions are critical pieces of shareholder information
regarding Shaw's eligibility as a dissident nominee and call into question
Beruschi's trustworthiness as the dissident leader who nominated Shaw.


Don't trust Beruschi - his offers for the value of the B Claims are not fair to
Boss shareholders 


One of the monetary issues between Boss and Beruschi is a dispute over the value
of Beruschi's B Claims. Shareholders should not trust Beruschi's assertion in
the dissident circular that he "privately presented numerous fair offers" to
settle the matter. 


As detailed below, Beruschi's offers were not fair, nor structured in such a way
that the Board could accept them and be true to its fiduciary duties of acting
in the best interests of all shareholders. 




--  In the late summer of 2012, Boss proposed $1.5 million for the B Claims
    and $0.5 million for certain royalty rights held by Beruschi. He
    responded with $1.8 million for the B Claims alone. On November 13 2012,
    Beruschi increased his ask to $3.25 million for the B Claims and
    royalties. He also tied this to a corporate restructuring that would
    give him control of a portion of Boss. 
--  On May 9 2013, Beruschi demanded $5.3 million for the B Claims, the
    royalties and reimbursement for his legal expenses. He tied this offer
    to the creation of a "litigation trust", with Beruschi to receive all
    interests in any potential litigation by Boss related to the B Claims. 
--  On May 22, 2013, Beruschi demanded at least $6.5 million, for the B
    Claims, the royalties, reimbursement for legal fees and taxes.  



Don't Trust Beruschi - he has been silent on his other monetary disputes with Boss 

Beruschi has never mentioned royalty claims against Boss in his 30-page
dissident circular or in the nine news releases he has issued since August. Nor
has he mentioned his numerous other disputes with Boss, which are detailed on
page 14 of Boss' Management Information Circular, and which have a cumulative
value in the millions of dollars. 


Among other things, Beruschi demands that Boss hand over 2 million shares that
were escrowed when Beruschi failed to deliver mineral claims in 2007. In an
arbitration process that is currently underway and scheduled for a decision in
2014, Beruschi is arguing that the escrow shares should be released to him even
though he failed to deliver the mineral claims.


Allowing Beruschi to have control of Boss would forego the cancellation of those
escrow shares, resulting in a 3% benefit to Beruschi. If Boss wins the
arbitration, and cancels the 2 million shares, the 3% benefit is spread among
all shareholders.


Boss believes Beruschi's silence on these monetary issues is strategic. He
doesn't want shareholders to know the extent to which his interests are not
aligned with theirs. Who will stand up to these demands if Beruschi's team is
elected to the Board?


Don't trust Beruschi - he is misrepresenting Boss' position

Boss believes a Court can be neutral in establishing the value of Beruschi's B
Claims if presented with information about the value which is fair. Boss is only
concerned that the Court won't hear from anyone truly representing the interests
of all shareholders if Beruschi's hand-picked nominees are in control of Boss
and are directing the value submissions that Boss makes to the Court.


Beruschi is misleading you about vote-buying. On page 11 of the dissident
circular, it clearly says Beruschi may form and pay for a "soliciting dealer
group." That is not, as Beruschi asserts in a later news release, the same as a
proxy solicitation firm. A soliciting dealer group means paying stockbrokers a
fee to get your votes. And it is not "boilerplate," as Beruschi would have you
believe. You won't find such language in Boss' Management Information Circular.


Trust Boss' five experienced nominees

The stakes are high and shareholders deserve a trustworthy, experienced and
independent Board. The Boss nominees have what it takes. For detailed background
on each of the Boss nominees, you are encouraged to read the Management
Information Circular dated October 22, 2013 or visit Boss' website at
www.bosspower.ca. 


Collectively, Boss' nominees 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. 



In contrast, Beruschi has assembled a weak group of nominees. Only half have any
experience with publicly-traded mineral explorers and that experience is not
impressive. Boss believes there is a risk that the dissident nominees may not be
truly independent from Beruschi. 


Beruschi styles himself as a "Concerned Shareholder" but it is Beruschi that
shareholders should be concerned about. Don't let Beruschi turn Boss into his
next source of cash. Boss believes he should not be trusted and must be stopped.



Act now to protect your interest in Boss Power: Vote the YELLOW proxy today.

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
[e-mail]


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
[phone]
[phone] (FAX)