Fact: Chairman John Crow Rejected Two Proposals from the
Fact: Concerned Shareholders Want Independent Board: Have Never
Sought Control of TriNorth
Fact: Voting the Yellow Proxy Will Bring Needed Change
TORONTO, June 16 /CNW/ - The Current Board of TriNorth Capital Inc. is
again attempting to mislead its own shareholders with false statements about a
proposed settlement, the TriNorth Concerned Shareholders said today.
In a news release issued today, the Current Board has the facts backward:
It was the Concerned Shareholders who have attempted to reach a reasonable
settlement with the Current Board only to be rejected by Chairman John Crow.
The Current Board has never approached the Concerned Shareholders with a
"We are deeply disappointed that the Current Board, and someone of John
Crow's reputation, would deliberately set out to mislead shareholders this
way," said Concerned Shareholder Tony Busseri. "While we are disappointed, we
are not surprised. The Current Board has shown nothing but contempt for its
shareholders throughout this proxy contest and has engaged in a campaign of
diversion and deception. It has never provided a satisfactory response to any
of the issues we have raised such as the 90% share price collapse, conflict of
interest, and remarkably poor disclosure."
In the first week of June, the Concerned Shareholders approached the
Current Board with a settlement proposal that would have ended the proxy
context, allowed two of the Current Directors to remain on the Board and
provided TriNorth with what it needs - a majority of independent directors.
That was rejected by Mr. Crow.
On June 12, 2009 the Concerned Shareholders proposed a new Board of
Directors comprising two members of the Current Board, two of the Concerned
Shareholder Nominees, and fifth independent director to be mutually agreed
On June 13, 2009 the Concerned Shareholders proposed in writing:
- A new Board of Directors comprising two members of the Current Board,
two of the Concerned Shareholder Nominees, and fifth independent
director to be mutually agreed upon;
- The payment of the Concerned Shareholder legal, proxy solicitation,
and communications expenses. While these expenses have grown in
response to the Current Board's legal and other tactics, the
Concerned Shareholders were prepared to settle for an amount
significantly below the estimate provided in the Concerned
Shareholder proxy circular;
- Agreement not to commence the legal actions threatened by the Current
Board and LAMI and LPF against the Concerned Shareholder and the
Concerned Shareholder Nominees and an undertaking that no law suits
would be launched by the Concerned Shareholder against the Company.
These offers have been rejected or met with no response.
In the Current Board's news release today, Mr. Crow claims that it is
"unreasonable" to seek the replacement of members of the Current Board. It is
remarkable that, even at this point, Mr. Crow still does not comprehend what
the Concerned Shareholders are seeking - a Board that is fully and properly
independent of Lawrence Asset Management Inc., the Company's manager. The
Current Board is too closely linked to the Manager and this has resulted in
questionable related-party transactions.
"It is clear from the facts that the Concerned Shareholders have never
sought control of the Company or the Board. Mr. Crow is wrong to allege that,"
Mr. Busseri. "It is also clear that the Concerned Shareholders have a right to
have legitimate expenses reimbursed. None of the many shareholders I have
spoken to disagree, particularly since the Concerned Shareholders created more
value and more liquidity in TriNorth Shares in a week than the Current Board
has in a year."
Because the Current Board's news release of June 16 is such a blatant
attempt to mislead TriNorth shareholders with little time remaining before the
deadline for proxy voting, the Concerned Shareholders are actively considering
their options in seeking legal or securities regulatory remedies.
The Concerned Shareholders believe it is clearly a sign of the Current
Board's desperation to remain entrenched at TriNorth that it would breach the
terms of a confidential discussion, seek a tactical advantage by waiting more
than a week to do so, and then grossly misrepresent what transpired in those
"This is not the first time the Current Board and John Crow have
attempted to mislead shareholders," said Mr. Busseri. "All shareholders have a
right ask whether this Board can be trusted. Does the Current Board really
deserve the trust that shareholders have given them to protect shareholders'
interests? We believe they do not. This Board has lost shareholders' trust and
has to go."
Voting is Vital and Confidential
Time is short. The Concerned Shareholders recommend that TriNorth
investors vote the YELLOW proxy for the needed change at the Company, and
discard the white or blue proxies they may have received. To be voted at the
Annual Shareholder Meeting, YELLOW proxies must be received by no later than
noon (Toronto time) on Thursday June 18, 2009.
Your vote is completely private. 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.
For more information, call The TriNorth Concerned Shareholders at
905-334-5495 or go to www.yourtrinorth.com.
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)