TORONTO, June 12 /CNW/ - With the deadline for voting at the Annual
Meeting of TriNorth Capital Inc. less than a week away, all Company
shareholders are reminded that the Concerned Shareholder nominees to the Board
of Directors have offered an action plan designed to renew value creation and
improve corporate governance at TriNorth.
The Current Board has not presented a viable plan for shareholder value,
despite having access to confidential information not available to the
Concerned Shareholder nominees. The Current Board has instead focused on
attacking those who would challenge the current directors' sense of
entitlement to their positions.
The Concerned Shareholders have called for a change to TriNorth's Board
of Directors after the 90% decline in share price in less than a year, and
after the revelation of questionable related-party transactions that call into
question the inherent conflicts of interest that exist between the Current
Board and the Company's Manager, Lawrence Asset Management Inc.
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.
"The groundswell of support for our campaign is encouraging and it is
growing," said Tony Busseri of the Concerned Shareholders. "But we want to
remind every shareholder that their vote is important, no matter how many
shares they own. We all have a right to elect a Board that is responsive to
shareholder needs. We have to vote for change to get it."
Unlike the Current Board, the Concerned Shareholder Nominees to the Board
have outlined an action plan that they would undertake immediately upon
election at the Annual Meeting.
The key elements of Concerned Shareholder Nominee plan are:
- The Nominees would engage an independent financial advisor to assist
the new Board of Directors in a review of all available
value-creating alternatives that could benefit TriNorth shareholders.
These alternatives could be varied. They might be as simple as a
change in the investment model that would allow capital to be
deployed more productively. They might also include the sale of all
or part of the Company with cash proceeds being distributed to
An alternative that the Concerned Shareholder believes has merit is a
restructuring that would monetize TriNorth's tax losses, providing
potentially significant cash for TriNorth shareholders.
The Concerned Shareholder believes that the relationship between the
Current Board and LAMI and its affiliates has constrained the Current
Board's willingness to consider the full range of alternatives that
might benefit all shareholders.
- The Nominees would also initiate an immediate and complete review of
the performance of LAMI as the Company's Manager. They are aware of
the terms of the contract between the Company and LAMI, as recently
disclosed, and would consider those terms while conducting its
review. The issues that led the Concerned Shareholder to act were not
primarily the result of LAMI's management, but rather were based on
the close relationship between LAMI and the Current Board, a
relationship that has not worked to the benefit of TriNorth
- As the new Board of TriNorth, the Nominees would also initiate an
immediate review of the circumstances surrounding the apparent
disappearance of the Company's holding in the Russian Oil and Gas
Concessions, a holding that appears to have benefited Lawrence
Partners Fund, which is also LAMI-managed, to the disadvantage of
TriNorth shareholders. It is possible that there are several other
transactions that would need to be reviewed but, due to TriNorth's
record of very limited disclosure, the extent or significance of
these cannot be determined at this time.
- The Concerned Shareholder nominees have already succeeded in
persuading the Current Board to abandon the ill-considered
consolidation of the Company's shares. It also has asked the Current
Board and securities regulators to halt the proposed forfeiture of
TriNorth's valuable TSX senior listing for a TSX Venture Exchange
listing. The Current Board appears not to realize the value to
shareholders represented by the more senior listing; otherwise the
Current Board would not be so quick to give it up.
- Immediately upon election, the Concerned Shareholder nominees would
undertake a review and reform of TriNorth's corporate governance
policies and practices, in particular its disclosure practices. This
would be initiated with a view to raising standards at TriNorth so
that policies would not simply appear to be acceptable but would, in
fact, work effectively on behalf of TriNorth shareholders.
"Based on the performance of the Current Board, there may be many other
issues that have never been disclosed and that may require immediate attention
once the new Board is elected," said Concerned Shareholder Tony Busseri. "The
Concerned Shareholder nominees have advised me that they are completely
committed to advising shareholders promptly and fully about the nature and
extent of any issues. More importantly, they are prepared to take action to
solve those problems - action we have not seen from the Current Board."
The Concerned Shareholder regrets that the Current Board seems to have
determined that personal attacks, misinformation and coercion are the best
ways to preserve its grip on TriNorth. A serious discussion about strategies
and plans for the future would have served shareholders' interests better, but
the Current Board chose to make this vote about personalities rather than
value preservation and creation.
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)