TORONTO, June 12 /CNW/ - The recent self-serving actions of the Current
Board of TriNorth Capital Inc. simply confirm why the TriNorth Concerned
Shareholders are seeking to replace the Board.
The Current Board has failed to produce reasonable justifications for its
oversight of shareholder value destruction. It has failed to respond to the
legitimate concerns of shareholders and it has abdicated responsibility for
the Board's actions to the Company's contracted Manager.
Looking at the failures of the Company over the past year, TriNorth
shareholders have asked "Where was the Board?" The question now is: "Where is
The Concerned Shareholders note that the apparent leader of the Current
Board is now Ravi Sood. Mr. Sood is the one director who should NOT be
speaking for the Board since he is also President of Lawrence Asset Management
Inc. (LAMI), the Company's Manager.
The divided loyalties of LAMI require a fully independent TriNorth Board
to provide oversight of the Manager. This requirement is at the heart of the
campaign to replace the Current Board. Mr. Sood cannot adequately represent
the interests of LAMI, TriNorth shareholders and LAMI's other clients at the
Mr. Sood appears to believe that the Concerned Shareholders' effort to
replace the Board is entirely about him and his company, LAMI. It is not.
Despite repeated corrections, Mr. Sood continues to claim that the Concerned
Shareholder nominees would terminate LAMI's contract with TriNorth and that
this would be "devastating" to TriNorth. Neither statement is true.
It is important that TriNorth shareholders understand that Mr. Sood's
purported concern about the future of his contract with TriNorth has no basis
in reality and is not relevant to the decision facing them about the future of
the Board of Directors.
Understandably, it appears that Mr. Sood wants his company to retain the
TriNorth management contract, but that is not what this proxy contest is
about. The Concerned Shareholders have said explicitly that the continuing
potential of a practical conflict of interest between LAMI and the Board means
the Board must be replaced. That is the change that is required.
It is time for the Current Board to deal with the real issues facing
shareholders rather than Ravi Sood's wholly unnecessary and inappropriate
campaign to maintain his contract. It is troubling that the other members of
the Current Board are allowing Mr. Sood to use his Board seat to campaign on
behalf of LAMI instead of for the interests of TriNorth shareholders.
The real issues for TriNorth shareholders to consider, and that the
Current Board has so far refused to respond to appropriately, include:
- The 90% loss of shareholder value over the past year. The Current
Board cannot hide behind "down markets" since TriNorth shares
performed three times worse than the S&P TSX Composite Index.
- The poor governance structure that appears to have allowed
questionable related-party transactions between TriNorth, LAMI and
Lawrence Partners Fund. These transactions and the relationship
between these three entities are made more problematic by the fact
that one individual serves as chief financial officer for all three.
- The poor record of disclosure by the Company, including its mysterious
treatment of the Russian Oil and Gas Concessions.
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.
Voting is Vital and Confidential
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)