Cites 90% loss in share price, questionable actions and loss of market
TORONTO, May 29 /CNW/ - Shareholders of TriNorth Capital Inc. (TSX:TRT)
are being asked to elect a new Board of Directors at the Company's Annual
Shareholder Meeting on June 22, 2009.
With expressions of support from other investors holding a significant
portion of the Company's shares, concerned TriNorth shareholder Tony Busseri
has nominated five new directors to replace the current Board. He is calling
for much-needed change to a Board he believes has overseen massive destruction
of shareholder value and has undermined market confidence in the Company
through questionable related-party transactions, extremely poor disclosure,
and a number of actions and current proposals that appear designed to benefit
the Board, the Company's Manager and its clients at the expense of TriNorth
"TriNorth shareholders have lost 90% of the value of their investment
since June 30 of last year, a far worse performance than the overall market,"
Mr. Busseri said. "The current Board did not disclose the transfer of
TriNorth's investment in Russian oil and gas concessions by the Company's
Manager, Lawrence Asset Management Inc. to Lawrence Partners Fund, a related
party. Only persistent questioning revealed that the oil and gas concession,
which was highlighted by TriNorth in a press release on May 9, 2008, was
considered worthless when transferred to the Fund only months later. Once
owned by the Fund, the investment was again considered to have significant
Mr. Busseri noted that this failure to provide full disclosure was
consistent with the practices of TriNorth, which filed a Management's
Discussion and Analysis for the first quarter of 2009 that, in total, amounted
to only five pages.
He also recommended that TriNorth shareholders reject the Company's
proposed one for 10 share consolidation, which is potentially destructive of
shareholder value, and amendments to the share option plan which is not
aligned with shareholder interests. Further, shareholders should oppose the
current Board's stated plan to forfeit the value of TriNorth's Toronto Stock
Exchange senior listing and move to the TSX Venture Exchange and its less
rigorous disclosure and governance standards.
Mr. Busseri has filed with securities regulators a Concerned Shareholder
Proxy Circular that will be 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
will be available at www.sedar.com and at www.yourtrinorth.com shortly.
Accompanying the Proxy Circular is a letter to all shareholders from Mr.
Busseri. The full text of the letter is below:
TriNorth Capital Concerned Shareholders
The Current Board: Lost value. Lost confidence. Lost direction.
May 28, 2009
Dear Fellow TriNorth Shareholder:
Our investment in TriNorth Capital Inc. has suffered badly in the past
year - far worse than the overall decline in the markets. The Company has made
some serious mistakes and has not been candid with us about those strategic
and operating errors. TriNorth is drifting aimlessly under the current Board
of Directors which appears unable or unwilling to preserve, protect and build
value for all shareholders. Further destruction of shareholder value appears
inevitable unless there is real change at our Company.
As a Concerned Shareholder, I am offering you the opportunity to make a
positive change at TriNorth. There is already substantial support among
shareholders to remove the current ineffective Board of Directors of the
Company. I am asking for your votes to replace the Board with new independent
directors who bring experience, expertise and a true commitment to serving the
best interests of all shareholders.
The reasons for this needed change should be clear to all shareholders,
but they are summarized in the enclosed Proxy Circular, which I urge you to
review. You can change TriNorth simply by voting for a new independent Board
of Directors using the enclosed YELLOW proxy card or voting instruction form.
To ensure your vote can be counted at the Company's Annual Shareholder
Meeting, your vote must be submitted, as described in the Proxy Circular, by
noon, Toronto time, on June 18, 2009.
Time is short, in part because some of the evidence of TriNorth's poor
management and poor governance has only recently come to light. For example
the current Board is now proposing:
- a one-for-10 share consolidation that is likely to lead to value
- voluntarily giving up the Company's listing on the Toronto Stock
Exchange for a less valuable TSX Venture Exchange listing;
- amendments to TriNorth's share option plan - a plan that has been used
to, in effect, reward the current Board for the underperformance of
As a Concerned Shareholder, I am also asking for your support in opposing
these ill-considered measures.
The Circular includes information about the disappointing performance of
the current Board. It also provides the backgrounds of the nominee directors
and their plan for the Company - a plan that is diametrically opposed to the
inaction and lack of focus we have seen from the current Board for too long.
The nominee directors are Peter Chodos, Alistair Crawley, Himal Mathew,
Steven Palmer and Ken Sweeney. They believe there is significantly more
potential value for shareholders in TriNorth than the current Board has been
able to demonstrate. The nominee directors have an action plan to correct
TriNorth's destructive course.
This plan includes:
- Engaging an independent financial advisor to assist the new Board in a
review of all available strategic alternatives that could generate
value for shareholders. These alternatives could range from changing
the business model to deploy capital more productively, to the sale of
all or part of the Company resulting in a cash distribution to
- Conducting a prompt and thorough review of the performance of the
Company's Manager, Lawrence Asset Management Inc., with the intention
of seeking improvement in the returns generated for shareholders to
- Immediately halting the Company's plans for the share consolidation
and possible resulting dilutive financing;
- Cancelling the Company's intended move to forfeit the value of its TSX
- Undertaking an immediate review of the Board's governance practices
and disclosure policies to ensure that shareholders are properly
informed and represented.
The record of the current Board is indefensible, so it may attempt to
attack the alternative slate of Directors, their relationship with the
Concerned Shareholder, and any effort to set TriNorth back on the road to
enhanced value. I am not seeking a position on the Board. I am seeking a
better Board and that is why I have nominated five experienced business people
whose expertise and independence I respect.
The nominee directors have only one objective - to improve value for all
TriNorth shareholders. This can be achieved through recognition that the
status quo is not working for shareholders, through more active and informed
oversight by the Board, and through rebuilding credibility in the market with
accurate and candid disclosure.
To create positive change, as a TriNorth shareholder you need to use the
YELLOW proxy to vote for the election of a new Board and to block the
destructive management resolutions. And you need to vote now.
Together, we can replace the current Board with new committed and
independent directors who will act on your behalf. If you have any questions,
I invite you to contact me at 905-334-5495.
Tony P. Busseri
Vote the YELLOW Proxy NOW for Change at TriNorth Capital Inc.
Time is Short. Follow the directions in the Proxy Circular and fax or
mail your proxy or voting instruction form so that it is received no
later than noon (Toronto time) on June 18, 2009.
For more information: 905-334-5495 or www.yourtrinorth.com
(Text of letter ends)
TriNorth shareholders are invited learn more about the need to replace
the Company's Board of Directors with a new slate of experienced and
independent directors by contacting Mr. Busseri at the number below. They are
encouraged to vote promptly and not later than June 18th, to ensure their
shares are counted at the Annual Shareholder Meeting.
For further information:
For further information: TriNorth Concerned Shareholders: Tony Busseri,
(905) 334-5495; Media: John Lute, Lute & Company, (416) 929-5883