BPU

Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power" or the "Company") announces
today that it has made a formal offer to resolve its outstanding dispute with
Morning Star Resources Ltd.'s ("Morning Star") President, Anthony Beruschi
("Beruschi"), in exchange for a payment of $1.55 million for Beruschi's B
Claims, an amount substantiated by an independent valuation report (the "RPA
Report") from Roscoe Postle Associates Inc. ("RPA"). 


In their recent press releases, Morning Star and Beruschi have asserted that the
Concerned Shareholder, Morning Star, has made "numerous fair and reasonable
proposals privately" to Boss' board "to allow it to deliver the B Claims to the
Province all of which have been rejected or ignored". Morning Star has also
argued that Boss' board has "failed to make a genuine effort" to reach a
settlement of the B Claims dispute. Boss strongly disagrees with these
characterizations of the past dealings, and remains of the view that Beruschi is
attempting to leverage the risk to the settlement (the "Settlement") of Boss'
action against the Province of British Columbia (the "Province") to extract more
than his fair share of the $30 million proceeds of Settlement ("Settlement
Proceeds") at the expense of Boss' other shareholders. 


In a further effort to fairly resolve the B Claims dispute and complete the
Settlement, as well as to allow shareholders to evaluate the truth for
themselves, Boss has today made public its most recent settlement proposal to
Beruschi, offering $1.55 million, payable from the Settlement Proceeds, in
exchange for Beruschi's consent to the surrender of the B Claims. Boss' offer is
based on an independent valuation report from RPA, and represents the mid-point
of the range of values ($1.4 to 1.7 million) set out in the RPA Report.


Boss has also offered Beruschi the alternative option of submitting the value of
the B Claims to binding arbitration in exchange for Beruschi's agreement to
surrender the B Claims to the Province to allow the Settlement to complete.
Pending the outcome of the arbitration, Boss would place $5 million of the
Settlement Proceeds in trust as security for Beruschi's claim to compensation
for the B Claims. Boss' Board believes that $5 million grossly exceeds the fair
value of the B Claims but, in the interests of Boss and its shareholders, and to
facilitate the expeditious completion of the Settlement, Boss is prepared to
provide that security.


Mr. Netolitzky stated, "We have tried to make things very simple for Mr.
Beruschi, he can accept our offer of $1.55 million or he can have an arbitrator
determine the value of the B Claims. Either way, he will be paid fairly for the
B Claims and Boss will be able to proceed with the Settlement with the Province.
It is now over to Mr. Beruschi to decide whether he is going to continue to
obstruct the Settlement with the Province."


The full text of Boss' settlement offer to Beruschi is attached. The full text
of the RPA Report is available on the Company's website or upon request by
contacting Karen Allan, Secretary, Boss Power Corp., (604) 688-8115. 


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.




September 23, 2013                                                        
File no: 2156.001                                                         
WITH PREJUDICE                                                            
Via Email                                                                 
                                                                          
Anthony J. Beruschi                                                       
#502 - 535 Thurlow Street                                                 
Vancouver, BC V6E 3L2                                                     



Dear Mr. Beruschi:



Re:   Boss Power Corp.                                                    
      Settlement with Her Majesty the Queen in Right of the Province of   
      British Columbia - Blizzard Properties and other issues             



As you are aware, we are counsel to the directors of Boss Power Corp. 

We write regarding the on going dispute between you and Boss regarding your
surrender of certain mineral claims known as the "B Claims" which the Province
of British Columbia has required be surrendered as part of the $30 million
settlement reached between Boss and the Province (the "Settlement") with respect
to the Blizzard uranium deposit. The fundamental issue in that dispute is the
fair value of those claims. 


The directors of Boss, who are obligated to act in its best interests, taking
into account the interests of all shareholders, have been and remain prepared
for Boss to pay you fair value for the B Claims in return for your surrender of
those claims as part of the Settlement. To that end, we are instructed on behalf
of Boss to offer to settle the dispute between you and Boss regarding the B
Claims on the following basis: 




a.  written direction from you that the holders of beneficial title to the B
    Claims consent to the surrender of the B Claims to the Province as part
    of the Settlement; 
b.  delivery to our office of a full and final release from you in respect
    of any claim you may have in respect of the B Claims, to be held on
    appropriate undertakings until delivery to you of the payment set out in
    paragraph (c) below; and 
c.  payment to you of the sum of $1.55 million to be paid by Boss from and
    upon receipt of the proceeds of the Settlement.  



The quantum of this offer is based on an independent valuation report obtained
by Boss from Roscoe Postle Associates of Toronto, and represents the mid-point
of the range of value set out in RPA's report for the B claims. A copy of this
report is enclosed. 


If you are not prepared to accept this offer, Boss - in exchange for your
agreement to surrender the B Claims as part of the Settlement - is prepared to
submit the issue of the proper value of the B Claims to final and binding
arbitration conducted in accordance with the Arbitration Act, RSBC 1996, c 55
before a single arbitrator (jointly selected by the parties or, failing
agreement, appointed by the BCICAC). Pending the outcome of this arbitration,
Boss would place $5 million of the Settlement proceeds in trust as security for
your claim to compensation for the B Claims. To be clear, in the view of Boss
and its directors, that amount grossly exceeds the value of the B Claims, but in
the interest of Boss and its shareholders, and to facilitate completion of the
settlement, Boss is prepared to provide that security.


May we please hear from you within seven days of the date of this letter?



Yours truly,                                                              
                                                                          
Hunter Litigation Chambers                                                
                                                                          
Per: "J. Kenneth McEwan"                                                  
                                                                          
J. Kenneth McEwan                                                         
                                                                          
JKM/mso                                                                   
Encl.                                                                     
cc Clients                                                                
                                                                          
Hunter Litigation Chambers Law Corporation J. Kenneth McEwan, Q.C.          
2100 - 1040 West Georgia Street,           direct: 604 647-3536             
Vancouver, BC V6E 4H1                      e: kmcewan@litigationchambers.com
tel: 604 891-2400 fax: 604 647-4554        PRACTICE CONDUCTED THROUGH A     
www.litigationchambers.com                 PERSONAL LAW CORPORATION         



FOR FURTHER INFORMATION PLEASE CONTACT: 
Boss Power Corp.
Tony Perri
Investor Relations, Manager
(604) 688-8115
(604) 669-2543 (FAX)
www.bosspower.ca

(TSXV:BPU)
Gráfico Histórico do Ativo
De Mai 2024 até Jun 2024

(TSXV:BPU)
Gráfico Histórico do Ativo
De Jun 2023 até Jun 2024