Offer made by TriNorth to expand board with two independents
Dissidents not interested in settlement - want cash and control
TORONTO, June 16 /CNW/ - TriNorth Capital Inc. ("TriNorth") (TSX: TRT)
today announced that efforts to end the costly and distracting proxy contest
were unsuccessful. Tony Busseri ("Busseri") and his slate of nominees
("Dissidents") continued their insistence to control TriNorth's board and
exact a large cash payment from shareholders.
TriNorth's Chairman John Crow said: "Shareholders expect that their Board
will take reasonable steps to end a proxy contest. However, the Board will
only agree to a settlement that delivers a board with experienced members,
focuses on unlocking value for shareholders, and properly manages the
"Unfortunately, our offer to expand the Board with two new independent
members was dismissed by the dissidents," said Mr. Crow. "Instead, we received
an unreasonable demand to strip our board of members, cede control to the
dissidents, and give the dissidents a large cash payment."
Mr. Crow continued: "Shareholders have the right to know that their Board
is attempting to find productive solutions, while the dissidents are
subverting the best interests of shareholders for their own profit."
Mr. Crow concluded: "It is critical that shareholders choose the board of
directors and management team that is best positioned to maximize shareholder
value in their company. The TriNorth team has the plan, resources and
capabilities to make it happen."
Time is running out for shareholders to exercise their voting rights. To
be valid, WHITE or BLUE proxies must be deposited with the Corporation's
transfer agent, Computershare Trust Company of Canada, 100 University Avenue,
Toronto, Ontario, M5J 2Y1 not later than 5:00 p.m. (Toronto time) on Thursday,
June 18, 2009. Vote today to ensure that the right team is leading your
The inevitability of the result of the shareholder vote has become clear
- the dissidents and their misrepresentations have not convinced shareholders.
Management and the board have been overwhelmed by the significant support
expressed by a clear majority of shareholders.
Important shareholder voting instructions
The board urges you to carefully read the management information circular
and execute ONLY the WHITE or BLUE proxy by voting as recommended by the board
Voting is a very quick and easy process that empowers you to state your
position and protect your investment, but you must act and vote ONLY your
WHITE or BLUE proxy to ensure your position is recognized. Please discard any
proxy you may have received from the Dissidents and ONLY vote the WHITE or
We believe that the depth of experience and strategic vision of the
TriNorth nominees are essential to the Company's success and makes us best
suited to lead your Company.
If you have any questions regarding voting your WHITE or BLUE proxy,
please contact Kingsdale Shareholder Services Inc., at 1-800-775-4067 (toll
free) or 416-867-2272 (outside of North America).
TriNorth is a Canadian-based investment company that invests in a
diversified portfolio of companies to generate long-term capital growth for
shareholders. TriNorth takes an active interest in its investee companies from
the earliest stages, providing strategic and financial counsel, support and
direction to assist in their growth and success. TriNorth's investment
strategy includes structuring and initiating deals focused on particular
resources, themes or regions as well as launching the development of
businesses in select industries by providing assistance with the hiring of
management teams, providing seed capital and facilitating IPOs. All investment
activities of TriNorth are managed by Lawrence Asset Management Inc, a leading
Canadian alternative investment asset manager.
Except for statements of historical fact contained herein, the
information in this press release constitutes "forward-looking information"
within the meaning of Canadian securities law. Such forward-looking
information may be identified by words such as "plans", "proposes",
"estimates", "intends", "expects", "believes", "may", "will" and include
without limitation, statements regarding the stated use of proceeds; plan of
operations and comparative advantages; and benefits of this investment. There
can be no assurance that such statements will prove to be accurate; actual
results and future events could differ materially from such statements.
Factors that could cause actual results to differ materially include, among
others, regulatory risks, risks inherent in foreign operations, commodity
prices, competition, and investments having no history of operations. Most of
these factors are outside the control of the Company. Investors are cautioned
not to put undue reliance on forward-looking information. Except as otherwise
required by applicable securities statutes or regulation, the Company
expressly disclaims any intent or obligation to update publicly
forward-looking information, whether as a result of new information, future
events or otherwise.
For further information:
For further information: Investor or Media Contact: Janet Craig,
Kingsdale Communications Inc., (416) 669-6792,