Current Board Continues Campaign of Disinformation
TORONTO, June 10 /CNW/ - The Concerned Shareholders of TriNorth Capital
Inc. believe that all Company shareholders will be better served with a new
Board of Directors that combines relevant experience with true independent
oversight and a commitment to improved governance at TriNorth.
Shareholders are encouraged to review the backgrounds of the Concerned
Shareholder nominees, as well as their action plan for TriNorth, as described
in the May 28 Proxy Circular. They can vote now for the election of these
nominees using the Yellow proxy that has been mailed to them.
The Concerned Shareholder nominees bring a strong mix of practical skills
that compares favourably with the Current Board, which has overseen the 90%
loss in shareholder value over the past year. The Company's Board of Directors
needs to be made fully independent of Lawrence Asset Management Inc. (LAMI)
which is the Company's Manager.
"It is not necessary to sever the connection between TriNorth and
Lawrence Asset Management," said Concerned Shareholder Tony Busseri. "What is
needed is a structural change to that connection to remove the inherent
conflicts of interest that currently exist. Only a Board that is truly and
functionally independent of LAMI can be expected to oversee it properly."
Shareholders recognize that TriNorth is not "a large multinational
corporation" where its Chairman claims experience as a director. TriNorth is a
small - and struggling - merchant bank. The Company needs experience that is
relevant to its business and it needs demonstrated expertise in corporate
governance that it currently lacks.
The Concerned Shareholder Nominees bring demonstrated capital markets and
investment expertise primarily through Peter Chodos, a 30-year corporate
finance and management veteran, and Steven Palmer who for more than 15 years
has managed portfolios with some of the highest returns in Canada. Himal
Mathew has decades of experience in business strategy, marketing and
communications. Ken Sweeney's business experience includes completing
transformations at small and medium sized businesses - precisely the type of
initiative needed to unlock value at TriNorth itself and at the companies in
which it invests. To address TriNorth's weakness in corporate governance, the
Concerned Shareholder nominees also include Alistair Crawley, who is
recognized as one of the leading securities lawyers in Ontario and who
regularly represents clients in cases of current importance in the area of
corporate governance and public company disclosure practices.
Mr, Busseri is not seeking a position on the Board, nor is he interested
in a management role with TriNorth either in an internal executive position or
as an alternative to LAMI.
"My only interest in this proxy contest - the first I have ever initiated
- is to see improved performance and governance at TriNorth," he said. "I will
benefit only when all TriNorth shareholders benefit."
Overall, the Concerned Shareholder Nominees can provide shareholders with
a Board of Directors with financial literacy, knowledge of corporate finance
and the public market, needed experience relevant to the portfolio companies,
and understanding of corporate governance and public disclosure. Their
independence from LAMI truly sets them apart from the Current Board.
TriNorth Shareholders are reminded that:
- Chairman John Crow also serves on the Independent Review Committee of
LAMI and on the Board of the LAMI-managed Lawrence Enterprise Fund;
- Director Ravi Sood is President and Chief Operating Officer of LAMI.
He also serves on the Board of Lawrence Enterprise Fund with Mr. Crow
and has interlocking directorships and investments with TriNorth
directors Amar Bhalla and Rene Bharti. Mr. Bhalla is also a member of
the Independent Review Committee of LAMI with Mr. Crow;
- Each of these TriNorth Directors is believed to be an investor in the
Lawrence Partners Fund.
More information about the relationships between the directors and
between the directors and Lawrence Asset Management Inc. is available in a
presentation online at www.yourtrinorth.com
"This level of involvement between the Manager, Lawrence Asset
Management, and the Board responsible for overseeing the Manager is not in
shareholders' best interests," Mr. Busseri said. "But it is the Board, not the
Manager, that must be changed at the Annual Meeting."
Current Board Continues to Misinform Shareholders
The Concerned Shareholders are seeking positive change at TriNorth.
However, the Current Board, faced with trying to defend an indefensible record
of value destruction, and lacking a plan or viable explanations for
questionable past actions, has been reduced to using misinformation,
intimidation and coercion in the hope of maintaining its position.
The most troubling and disappointing aspect of the Current Board's
defensive tactics is the continued use of inaccurate, incorrect, incomplete
and, in some cases, completely invented claims. Although the facts are readily
available, the Current Board has continued to malign both the background and
motivations of Tony Busseri as the initial Concerned Shareholder. The claims
made are not only false but irrelevant since Mr. Busseri is not seeking
election as a director or a management position with the company. His stated
aim as a shareholder is better performance and better governance at TriNorth.
Voting is Vital and Confidential
In response to concerns expressed by TriNorth shareholders, the Concerned
Shareholders advise that there is no reason to fear retribution from TriNorth,
its Board of Directors or advisors for voting the YELLOW proxy in support of
the Concerned Shareholders' nominees. Shareholders are protected by, first,
the confidentiality of the proxy voting system. There is also protection in
the fact that, at the present rate of voting support for the Concerned
Shareholder nominees, the Current Board will be replaced and will not be in a
position to act against any shareholder or other party.
Time is short. TriNorth shareholders should use the YELLOW proxy to vote
for the election of a new independent Board that can create shareholder value.
Discard the White and Blue Proxies. In order to be voted at the Annual
Shareholder Meeting, proxies must be received by no later than noon (Toronto
time) on June 18, 2009. Remember, your vote is completely private. For more
information, call The TriNorth Concerned Shareholders at 905-334-5495 or go to
The Concerned Shareholder Proxy Circular has been filed with securities
regulators and has been mailed to all TriNorth shareholders along with a
Yellow form of proxy to be used to vote to replace the Board and to oppose
management resolutions at the Annual Shareholders Meeting. The Proxy Circular
is available at www.sedar.com and at www.yourtrinorth.com.
For further information:
For further information: TriNorth Concerned Shareholders: Tony Busseri,
(905) 334-5495, www.yourtrinorth.com; Media: John Lute, Lute & Company, (416)