TORONTO, June 11 /CNW/ - The Concerned Shareholders of TriNorth Capital
Inc. are providing answers to questions posed by the Current Board. They also
pose some questions for the Current Board that are more relevant to the
The Current Board's questions focus on Tony Busseri, as the initial
Concerned Shareholder, although Mr. Busseri is not seeking a Board seat, or a
management role and cannot in any way control the Company - a fact the Current
Board knows but has misrepresented repeatedly.
Answers to the Current Board's Questions:
1) Costs associated with the proxy contest. As the Current Board knows,
there are legal, proxy solicitation, and other costs associated with all proxy
contests. The Concerned Shareholders have provided a budget with an upper
range that is dependant on the tactics of the Current Board which have been
aggressive and costly. The Concerned Shareholders also point out that Mr.
Busseri's original investment in TriNorth was significantly more that $7,000.
Like other shareholders, his investment has been affected by the 90% drop in
the share price over the past year. The fact is that Mr. Busseri's investment
in TriNorth is larger than either current Chairman John Crow's or the personal
holdings of current director Ravi Sood.
2) Role of Lawrence Asset Management Inc.-- LAMI. The Current Board is
wrong to state that Mr. Busseri has claimed he will maintain LAMI as the
Manager of TriNorth. Neither has Mr. Busseri said he would replace LAMI. That
decision would be made by the Board of Directors, not by Mr. Busseri. The
Concerned Shareholder nominees have made it very clear that they see the
problem as the relationship between the Current Board and LAMI.
The Current Board has also misrepresented the facts about earlier
discussions about the management responsibilities of LAMI. Those discussions
were about the possibility of LAMI taking over management of another company,
not about Mr. Busseri or any of his associates taking over management of
TriNorth. The Current Board has reversed the facts which obviously misleads
3) Previous proxy contests. It is simply a fact that Mr. Busseri has
never been a concerned shareholder or dissident. He is a director of Augen
Capital Corp (TSX-V: AUG), not Augen Gold (TSX.-V: GLD). He did not lead a
proxy contest at Augen Gold, has never served on the Board of Augen Gold and
obviously has never issued stock options to himself since he would not be in a
position to do so. The falsehoods in the Current Board's allegations in this
matter are simply absurd.
4) Solicitation of proxies. The Current Board is fully aware that the
Concerned Shareholders have done nothing illegal or inappropriate in the
solicitation of proxies. Implying otherwise is again an attempt to mislead
The Concerned Shareholders do not believe these questions are being asked
by TriNorth Shareholders since the answers have already been provided.
However, the Current Board has still not answered questions that are
fundamental to creation of future value at TriNorth. These include:
1. What is the Current Board's plan to regain the shareholder value
lost over the past year?
2. Why won't the Current Board undertake a full independent review of
shareholder value creation alternatives for TriNorth?
3. Why has the Current Board still not disclosed the role of a
LAMI-related party in the transaction that lost shareholders the
potential value in the Russian Oil and Gas Concessions?
4. Why has the Current Board not acted to thoroughly address the
practical conflicts of interest that exist between LAMI, as the
Manager and the Current Board?
5. Why won't the Current Broad commit to deferring its proposal to
forfeit TriNorth's valuable TSX listing until after the Company's
Annual Meeting and allow shareholders to express their view on such a
6. Why does the Current Board continue to claim the Concerned
Shareholders are intent on replacing LAMI despite repeated
corrections from the Concerned Shareholders?
Mr. Busseri and Ravi Sood, current TriNorth director and president and
chief operating officer of Lawrence Asset Management Inc. were interviewed
together on the Business News Network program "Market Morning" today at
approximately 10:40 a.m. ET. Normal practice is for interviews to be available
for later viewing at the network's website www.bnn.ca.
Vote Now - Voting is Vital and Confidential
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)