Boss Power Corporation

Published : October 25th, 2013

Management and Board exercise options to help protect Boss Power from dangers posed by Beruschi

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News Release - Oct 25, 2013
Boss Power Management and Board exercise options to help protect Boss Power from dangers posed by Beruschi

Vancouver, B.C. - Friday, October 25, 2013: Boss Power Corp. (TSX-V: 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 contact: Tony Perri - Investor Relations, Manager
Suite 611, 675 W. Hastings Street Vancouver, British Columbia, Canada V6B 1N2
Tel: (604) 688-8115 Fax: (604) 669-2543



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Copyright � 2013 BOSS POWER CORP. (BPU) All rights reserved. For more information visit our website at http://www.bosspower.ca/ or send email to info@bosspower.ca.
Data and Statistics for these countries : Canada | All
Gold and Silver Prices for these countries : Canada | All

Boss Power Corporation

CODE : BPU.V
ISIN : CA1001201047
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Boss Power Corp. is a gold exploration company based in Canada.

Boss Power Corp. is listed in Canada and in United States of America. Its market capitalisation is CA$ 12.7 millions as of today (US$ 9.8 millions, € 8.9 millions).

Its stock quote reached its highest recent level on May 23, 2008 at CA$ 74.24, and its lowest recent point on March 27, 2009 at CA$ 0.07.

Boss Power Corp. has 74 775 000 shares outstanding.

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Option Grants of Boss Power Corporation
7/15/2011Boss Power Grants 775.000 Stock Options to Directors, Offic...
Project news of Boss Power Corporation
8/28/2013Responds to News Release by Morning Star Resources Ltd.
4/16/2012Named as Defendant in Lawsuit by Sparton Resources
Corporate news of Boss Power Corporation
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7/17/2015Boss Power and Anthem Resources Merge Following Special and ...
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1/23/2015Boss Power Completes Divisive Reorganization
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6/2/2014Boss Power Corp. Announces Closing of Blizzard Settlement wi...
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11/4/2013Files Letter to Shareholders: Why Beruschi Should Not Be Tru...
11/1/2013ISS Recommends Shareholders Vote YELLOW Proxy FOR the Boss P...
10/30/2013Warns Shareholders: Beruschi Is The Problem - Not The Soluti...
10/25/2013Management and Board exercise options to help protect Boss P...
10/23/2013Board of Boss Power to Step Down; Nominates Highly Qualified...
10/15/2013Receives Advance Notice of Dissident Nominees; Provides Upda...
10/8/2013It Is Time for Anthony Beruschi To Do the Right Thing For AL...
10/1/2013Rejects Allegations made by Anthony Beruschi
9/23/2013formal offer to pay Morning Star's President, Anthony Berusc...
9/23/2013Formal Offer to Pay Morning Star's President, Anthony Berusc...
9/12/2013Responds to Morning Star Resources Ltd. and Announces Annual...
4/30/2013Provides Update on Ongoing Litigation
4/4/2013Continues Search for CEO
3/26/2013The President and CEO of Boss Power Dies of a Heart Attack
8/17/2012Provides Results From AGM
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5/18/2012to Finalize Settlement with BC Government
7/13/2011Provides Update from AGM
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9/16/2009Extends Warrant Period
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9/15/2008Announces Changes to Board of Directors
4/11/2008Engages Klohn Crippen Berger for Environmental Baseline Stud...
2/11/2008Creates Uranium Advisory Board
9/28/2007Re-organization; New Chair and CEO Announced
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