Current Board Still Has Not Answered the Basic Questions
TORONTO, June 8 /CNW/ - The Concerned Shareholders of TriNorth Capital
Inc. today reminded fellow investors to remain focused on the basic questions
about their investment as they consider the disappointing performance of the
Current Board of Directors.
In the 10 days since the Concerned Shareholders filed a Proxy Circular
and issued a news release on May 29, 2009, the Current Board has failed to
respond appropriately to the issues raised by the Concerned Shareholder.
Instead it has attempted to divert attention with unfounded and irrelevant
attacks on Tony Busseri as the Concerned Shareholder. The Current Board's June
5 news release and letter to shareholders contained numerous inaccurate
allegations but were remarkably lacking in facts that might justify the
Current Board's dismal record.
Among the false allegations is that the Concerned Shareholders, in
calling for an independent chair of the June 22 Annual Meeting, questioned the
"skills and integrity" of TriNorth Chairman John Crow. This is not true.
However, the fact is that Mr. Crow, as Chairman at the Meeting, would have the
power to rule on the validity of proxies submitted and, therefore over his own
election or removal as Chairman. It is this self-evident conflict of interest
that the Concerned Shareholders question.
The Concerned Shareholders are seeking to replace the Current Board with
new, truly independent directors who are prepared to consider any and all
alternatives to create value for all TriNorth shareholders. The Current Board
has clearly failed to act and must be removed before it does further damage.
While there are many reasons to remove the Current Board, there are three
essential questions for TriNorth shareholders to consider:
1) What has happened to Shareholder Value?
Under the Current Board, TriNorth shares have lost 90% of their value in
the past year. That is three times the decline of the overall market as
measured by the S&P TSX Composite Index. At June 30, 2008, TriNorth shares
were trading at $0.30. In the days before the Concerned Shareholders announced
the filing of their Proxy Circular, those shares had collapsed to just $0.03
2) Where was the Board of Directors while Shareholder Value was
Unfortunately, the answer is that there is nothing in TriNorth's
disclosure that indicates the Board did anything for shareholders while this
loss was growing. The loss in value was the result of the actions, or
inaction, of Lawrence Asset Management Inc. (LAMI), the Manager of the
Company. Oversight of LAMI has been either ineffective or non-existent. The
majority of the Board of Directors, including the Chairman John Crow, have
financial or personal relationships tying them to LAMI as well as Lawrence
Partners Fund, which is also managed by LAMI.
TriNorth shareholders have a right to question whether the Board's
primary allegiance is to them or to LAMI. One indication is the lack of
disclosure regarding the ownership interest in the two Russian Oil and Gas
Concessions and the related-party transaction that saw the interest of
TriNorth shareholders disappear while Lawrence Partners Fund benefited. The
Current Board continues to claim the Concessions had no accounting value, but
has yet to explain why it disclosed the holding in the first place and never
disclosed the debt overhanging the holding, that the debt was current, or that
the debtor was Lawrence Partners Fund, an affiliate of LAMI.
3) Are the Manager and the Current Board acting in the best interests of
There are serious questions about whether the interests of LAMI, its
representatives and their colleagues on the TriNorth board are aligned with
the interests of TriNorth shareholders.
Over the same period it was allowing TriNorth's interest in the Russian
Concessions to evaporate, LAMI - the Company's own manager - sold 14.1 million
of the 19.3 million TriNorth it held as of February 12, 2008. Those shares
were sold for just $0.015 each on February 27, 2009, after the end of the
fiscal year, but before TriNorth's results for 2008 were announced.
Until recently, LAMI has had no real incentive to enhance performance at
TriNorth. The Company's Current Board had maintained a contract that did not
allow LAMI to be replaced as Manager of the Company for failure to perform.
That contract has now been amended to allow for termination with 120 days
notice. That amendment occurred more than three months ago and was
coincidentally made public only after the Concerned Shareholders began their
campaign to replace the Board.
While LAMI appears to have seen no prospective value in the Company it
managed, at the end of 2008 the Board awarded itself options giving the
current directors the right to purchase shares at just $0.03 each for the next
seven years. A Board that would take its compensation in equity rather than
cash seems to be rewarding itself for driving down the share price by 90% in
less than a year, which is clearly not aligned with other shareholders.
The Concerned Shareholders also note that, while the members of the
Current Board have attacked the effort to dislodge them, they have not offered
any realistic alternative to the action plan of the Concerned Shareholder
"These are the crucial questions facing all TriNorth shareholders," said
Tony Busseri. "We need a truly independent Board to deliver value. The
Concerned Shareholders urge you to vote your YELLOW proxy now for the much
needed change at TriNorth."
The Concerned Shareholders find it regrettable that the Current Board
launched an unfounded and irresponsible attack on Mr. Busseri personally. It
is inappropriate for a Board to attack one of its own shareholders,
particularly when the basis of the attack is untrue. Since the attacks were
personal, and did not pertain to the Concerned Shareholder nominees, Mr.
Busseri will deal with them personally. TriNorth shareholders who wish to
learn the facts are invited to call Mr. Busseri at the number listed below.
Voting is 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)