Current Board Has No Plan and Continues to Mislead its Own Shareholders
Current Board Lacks Independence and Incentive To Improve TriNorth
TORONTO, June 15 /CNW/ - The increasing desperation of the Current Board
of TriNorth Capital Inc. to maintain its dominance over the Company is
apparent as it continues to avoid the central issues facing shareholders and
to misstate the facts, the TriNorth Concerned Shareholders said today.
The key issues for TriNorth shareholders are:
- The dismal performance of the Company under the Current Board - a 90%
share price drop in less than a year. This collapse is only partly
attributable to the general market decline; most of it is the result
of poor investment management choices and investors loss of
confidence in the capabilities of the Current Board.
- The flawed structure of corporate governance at TriNorth where the
majority of the Current Board have business and personal
relationships with the Company's manager, Lawrence Asset Management
Inc. (LAMI). By maintaining the position of President and Chief
Executive Officer, at an annual cost of $200,000 but with few
management responsibilities, the Current Board maintains the illusion
of technical independence. But in practical terms, even the current
Board recognizes LAMI as company management which means there is no
effective independent oversight of management at TriNorth.
- The lack of independent oversight and proper corporate governance has
resulted in a failed disclosure policy at TriNorth, as demonstrated
by the lack of information provided about the Russian Oil and Gas
Concessions - shareholders were not informed that this holding was
heavily encumbered by debt, that the debt was current and that the
debt was held by a related party to LAMI, Lawrence Partners Fund. The
Concessions ended up being held by Lawrence Partners Fund and
TriNorth shareholders received no value for them.
- TriNorth shareholders have suffered as a result of the lack of a
truly independent Board and there is no reason to believe the Current
Board will take action to correct its own mistakes.
The Current Board has failed to provide any satisfactory responses for
these fundamental issues.
Where is the Current Board's Plan?
The Current Board has not presented a viable plan to create shareholder
value. The TriNorth Concerned Shareholders welcome the Current Board's
assurances today that LAMI believes the Company has "significant latent value
in the portfolio that will be unlocked in the coming quarters". However, this
is simply a hope and not a plan to improve shareholder value.
The Concerned Shareholders also note that this purported confidence is
new. It was not the case before the Concerned Shareholders initiated this
contest: In February 2009, LAMI sold the majority of its own holdings in
TriNorth. The implication is that it did not have confidence in the Company
just five months ago. Only when its related directors faced possible removal
did LAMI find confidence in TriNorth.
More Misstatements from the Current Board
Shareholders are advised the Current Board's June 15 news release
contains a number of statements that are obvious and outright falsehoods. This
continues a pattern of misstatements that have been made by the Current Board
and then corrected by the Concerned Shareholders. Among the most recent false
False: The Current Board's claim that there would be no shareholder value
in monetizing the Company's tax losses. It does not provide any details on the
proposal considered by the supposed third-party auditor. Recent successful
examples make the Concerned Shareholders confident that monetizing the tax
losses is possible and, in any case, should be considered independent of LAMI
which may have its own reasons not to pursue such an initiative. The Current
Board is not likely to consider such an action due to its ties to LAMI.
False: The Current Board's claim that the Concerned Shareholder Nominees
would not qualify as directors under TSX rules is categorically untrue. With
all his alleged experience, Chairman John Crow should know that such a claim
is false and he should not have allowed himself to be associated with it. It
is not a matter of interpretation. The Current Board's claim is not true. The
Concerned Shareholder Nominees qualify under the TSX rules and will improve
the governance, independence and performance of the Board of Directors at
Further, Mr. Crow is advised to look more closely at the TSX rules and
consider his own future on the Board of TriNorth. Under rigorous application
of proper independence standards, Mr. Crow is not an independent director of
TriNorth and should not be the chair of the Audit Committee and Corporate
Governance Committee. Mr. Crow and Amar Bhatti are both members of the
Independent Review Committee of Lawrence Asset Management Inc., the Manager of
TriNorth. Management of TriNorth has been relinquished to LAMI. Independence
from management must be measured by independence from LAMI, actual and
perceived. The majority of the Current Board of Directors is not independent
from LAMI by any reasonable and meaningful standard.
The TSX Company Manual states: "As a general rule, the following persons
would not be considered an independent director:
i) a person who is currently, or has been within the past three years,
an officer, employee of, or service provider to, the company or any
of its subsidiaries or affiliates; or
ii) a person who is an officer, employee or controlling shareholder of a
company that has a material business relationship with the
Through their associations with LAMI, Mr. Crow and Mr. Bharti are both
inextricably interlocked with LAMI, "a company that has a material business
relationship" with TriNorth. They are not independent of LAMI.
This means the majority of the Current Board of TriNorth is not
independent under the TSX rules. Most of the directors are in a potential
conflict of interest due to their roles at LAMI and TriNorth.
It is highly inappropriate for Mr. Crow, as a non-independent director,
to be Chair of TriNorth's Governance Committee, and to claim to be "committed
to the highest standards of corporate governance" when by simply being on the
Board he is violating one of the most basic standards.
False: The Current Board confuses time spent on boards - primarily Mr.
Crow's - with ability to generate shareholder returns. The evidence does not
support this contention. The collapse of TriNorth's value and the failure of
the Board to take action to correct it with Mr. Crow as Chairman, would
indicate that his experience is not sufficient or relevant for TriNorth.
Voting is Vital and Confidential
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.
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)