VANCOUVER, BRITISH COLUMBIA--(Marketwired - Apr 1, 2014) - Boss Power Corp. (TSX VENTURE:BPU) ("Boss Power"), along with Morning Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony Beruschi (collectively, the "Beruschi Parties"), jointly announce that they have entered into a binding letter agreement (the "Letter Agreement") setting out the terms and conditions upon which, and the manner in which, Boss Power and the Beruschi Parties will settle all of the legal disputes between them and complete a divisive reorganization pursuant to a plan of arrangement (the "Transaction").

In accordance with the Letter Agreement, Boss Power and Mr. Beruschi 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 has agreed to compensate Boss Power $30,000,000, plus costs, in settlement of Boss Power v. Her Majesty the Queen in Right of British Columbia, BCSC Action No. S087266. For additional information respecting the Blizzard Settlement see the Boss Power press release date October 20, 2011.

Under the Letter Agreement the proceeds of the Blizzard Settlement will be paid as follows: (i) $3,600,000 to Anthony Beruschi; (ii) $2,500,000 to Boss Power for interim funding purposes; and (iii) the balance of the settlement proceeds to be held in trust pending completion of the divisive reorganization by way of plan of arrangement under the Business Corporations Act (British Columbia) (the "Arrangement").

The Arrangement, if approved, will result in the Beruschi Parties, and any other holders of common shares of Boss Power ("Boss Shares") that validly elect (collectively, the "Electing Boss Shareholders"), holding shares of a newly incorporated corporation ("Newco") that will have as its primary asset cash in an amount equal to $0.322 per Boss Share held by the Electing Boss Shareholders immediately prior to the completion of the Transaction. Newco's directors upon incorporation will be nominees of Anthony Beruschi and Newco will ratify the Letter Agreement and Newco's obligations contained in the Letter Agreement. The Boss Power shareholders that do not elect to become shareholders of Newco will continue to be shareholders of Boss Power, which will have as its primary assets the balance of the proceeds of the Blizzard Settlement. It is estimated that following the Transaction, both Boss Power and Newco will have over $0.32 per share in working capital, based on preliminary estimates.

Pursuant to the Letter Agreement, immediately prior to the completion of the Transaction, Boss Power will assign to Newco potential causes of action against, and rights to claim compensation from, a specified third party resulting from the inclusion of the mineral claims beneficially owned by Mr. Beruschi (the "B-Claims") in the Blizzard Settlement. In addition, should Boss Power exercise its rights to claim compensation for loss or damages caused by the inclusion of the B-Claims in the Blizzard Settlement from any other party, Boss Power will pay 50% of the net recovered to Newco.

Further, immediately prior to the completion of the Transaction, Newco will assume and acknowledge itself responsible for, and waive any defences for, any claims made by the Beruschi Parties respecting the legal disputes between Boss Power and the Beruschi Parties, and the Beruschi Parties will provide Boss Power and each of its current and former directors with a covenant not to sue. Both Newco and the Beruschi Parties will also indemnify Boss Power and its current and former directors respecting any proceedings initiated by the Beruschi Parties or Newco. Boss Power will provide a reciprocal covenant not to sue the Beruschi Parties.