Current Board's Poor Record Undermines Investor Confidence
TORONTO, June 4 /CNW/ - The Concerned Shareholders of TriNorth Capital
Inc. (TSX:TRT) today advised other investors to consider the track record of
the Current Board in deciding whether it should be allowed to continue to
destroy shareholder value at TriNorth.
The alternative is to end the entrenchment of the Current Board and its
sense of entitlement by electing five new directors committed to good
governance and to creating opportunities for value creation in the future.
"The millions of dollars lost by TriNorth shareholders because of the
Current Board's past mistakes are gone. The lesson to be learned from that sad
history is that the Board of Directors must be held accountable and must be
responsible to the shareholders," said Tony Busseri of the TriNorth Capital
Concerned Shareholders. "The Current Board has an antiquated concept of
corporate governance and believes it can avoid its obligation to provide
timely disclosure of material information to the owners of the Company - the
shareholders. It is time for these directors to be shown they must answer to
"This Board has failed to inform shareholders about significant
developments and has failed to disclose related-party transactions that appear
to have benefitted the Company's Manager and its affiliates but destroyed
value at TriNorth," he said. "The Current Board and its Manager have not been
able to hide the fact that TriNorth shares have lost 90% of the value in less
than a year. Nothing less than a fundamental change at the Board level will
satisfy the growing number of shareholders who are supporting us."
The Current Board's past mistakes cannot be corrected but can help
shareholders decide whether that track record encourages trust in these
directors and their ability to generate future value.
However, other mistakes are being made now, such as the Board's proposed
share consolidation and its forfeiting the value of the Company's stock
exchange listing. These can be stopped if shareholders speak up between now
and the June 22 Annual and Special Meeting.
The Concerned Shareholder Nominees outlined their plan to generate future
shareholder value in the Proxy Circular dated May 28, 2009.
The plan includes cancelling the share consolidation and the possible
dilutive financing that could result from it. It also includes reversing the
Board's current plan to give up its valuable listing on the senior Toronto
Stock Exchange for another on the TSX-Venture Exchange.
"The appeal of the TSX-Venture Exchange to the Current Board may be the
more relaxed governance standards, but we do not think the combination of the
Current Board and lower standards is likely to benefit TriNorth shareholders,"
said Mr. Busseri. "The Current Board's record on disclosure is not
An immediate review of the Board's governance practices and disclosure
policies to ensure the best interests of TriNorth Shareholders are being
properly served is also part of the Concerned Shareholder Nominees' plan.
Given the remarkably poor performance of the Company's investments, the
plan also includes a prompt and thorough review of the performance of
TriNorth's Manager, Lawrence Asset Management Inc. The purpose of this review
would be to identify how this underperformance can be improved. The Concerned
Shareholders also believe that increasing the number of independent directors
on the Board that oversees the Manager is likely to improve performance and
accountability. Any reasonable standard of corporate governance requires that
a Board of Directors be independent of management or, in TriNorth's case, the
Manager of the Company, Lawrence Asset Management Inc. Currently there is a
substantial overlap between the Board of Directors of TriNorth and the Manager
to whom TriNorth has delegated its management responsibilities. This
interrelationship provides no confidence to shareholders that TriNorth's
interests are being independently represented.
The Concerned Shareholders have formally requested that TriNorth take no
action on its proposal to give up its valuable TSX senior listing and
voluntarily move down to the TSX Venture Exchange. That request was promptly
rejected by the Company's external legal counsel who provided no reasons for
the summary rejection or indication as to TriNorth's intentions.
"Rejecting a reasonable request that the Company not take such a
fundamental step without waiting for the shareholder vote is, unfortunately,
only one example of the Current Board's disregard for the legitimate concerns
of shareholders," said Mr. Busseri. "The Current Board's sense of entitlement
and that its belief that only it knows what is best for shareholders is not
borne out by the dismal performance of the Company."
Time is short. TriNorth shareholders should use the YELLOW proxy to vote
for the election of a new Board and to block the destructive management
resolutions. 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
Concerned TriNorth Shareholders at 905-334-5495 or go to www.yourtrinorth.com.
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)