Boss Power Corp., Morning Star Resources Ltd., Magic Dragon Ventures Ltd. and Anthony Beruschi Complete the Arrangement Agreement Detailing the Divisive Reorganization

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Nov. 21, 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 they have entered into an arrangement agreement (the "Arrangement Agreement") providing for the divisive reorganization of Boss Power by way of plan of arrangement (the "Arrangement") as contemplated in the binding letter agreement (the "Letter Agreement") announced April 1, 2014. Also party to the Arrangement Agreement is Blizzard Finance Corp. ("Newco"), a British Columbia Corporation incorporated in order to facilitate and participate in the Arrangement. The Arrangement Agreement includes customary terms and conditions, including representations and warranties, covenants, conditions and completion mechanics. For additional information respecting the terms of the Letter Agreement see the Boss Power press release dated April 1, 2014.

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 Newco that will have as its primary asset cash in the amount equal to $0.322 per Boss Share held by the Electing Boss Shareholders immediately prior to the completion of the Arrangement. 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 asset the balance of the net proceeds of the settlement of Boss Power v. Her Majesty the Queen in Right of British Columbia, BCSC Action No. S087266 (the "Blizzard Settlement") less the settlements paid to Anthem Resources Incorporated and Cazador Resources Ltd. and Adam Travis as well as restructuring and legal expenses incurred. Following the Arrangement, both Boss Power and Newco will have over $0.32 per share in working capital based on preliminary estimates.

Boss Power's board of directors has approved the Arrangement and recommends that the holders of Boss Shares vote their shares in favour of the Arrangement. In making this recommendation the board of directors considered a number of benefits of the Arrangement and the Letter Agreement as a whole, including the transactions which allowed the Blizzard Settlement to close, ensuring the $30,000,000, plus costs, compensation amount was not revoked by the Province. Furthermore, the transactions extract Boss Power from what would otherwise be years of litigation, and allows the contingent of dissenting Boss Power shareholders to be spun-out into Newco, paving the way for Boss Power to move forward free of the debilitating conflict that has racked the company for years.