Current Board's Disclosure of Related-Party Transaction is Unsatisfactory
TORONTO, June 9 /CNW/ - The Current Board of Directors of TriNorth
Capital Inc. has so far failed to provide satisfactory answers about the
Company's holding in Russian Oil and Gas Concessions, the TriNorth Concerned
Shareholders said today.
TriNorth shareholders have a right to the complete truth now, given the
Current Board's failure to provide full disclosure on the apparent
disappearance of this holding from TriNorth.
Even without the loss of 90% of the value of TriNorth shares in less than
a year, this corporate governance failure alone is sufficient to warrant the
replacement of the Current Board by new truly independent directors who will
act in the best interests of shareholders. The lack of information around a
related-party transaction involving the Company's Manager, Lawrence Asset
Management Inc. (LAMI), is an example of the Current Board's apparent
disregard for its shareholders.
Until the TriNorth Concerned Shareholders announced the campaign to
replace the Board, the only information available about TriNorth's interest in
a company holding oil and gas concessions in Eastern Russia came from a
TriNorth news release issued on May 9, 2008. TriNorth volunteered no other
information about this interest for more than a year.
The May 9, 2008 news release highlighted that the Company now had a 50%
interest in a newly formed Russian company holding concessions with
significant oil and gas reserves.
TriNorth Shareholders have a right know:
Q1: When the Board of Directors approved and issued the May 9, 2008
press release, did it know that the interest in the Russian company
was encumbered with debt, that the debt was current, and that the
debt was owed in full or part to Lawrence Partners Fund which, like
TriNorth, is managed by LAMI? If it did not know, why was there such
poor due diligence? If the Board did know any or all of these facts,
why was there no disclosure?
Q2: Who represented TriNorth in the original asset allocation
decision which resulted in TriNorth purportedly taking an equity
position, while Lawrence Partners Fund became a creditor? Who
represented TriNorth's interests in the discussions of settlement
terms for the debt owing to the Lawrence Partners Fund? Those terms
resulted in TriNorth's 50% equity interest in the Russian company
being reduced to 5% -- effectively wiping it out. All the members of
the Current Board are known to be owners of Lawrence Partners Fund
with the possible exception of President and Chief Executive Officer
John Pennal, whose ownership in the Fund is not known. How could any
member of the Current Board with a personal financial interest in
Lawrence Partners Fund properly represent the interests of TriNorth
in negotiations with the Fund?
Q3: Since the Settlement of the debt held by Lawrence Partners Fund
was a related-party transaction, was there any independent valuation
performed? Was a fairness opinion sought and provided? Were the
transactions reviewed and approved by directors independent of LAMI
and Lawrence Partners Fund?
Q4: Why was the other 50% equity holding in the Russian company - the
portion not held by TriNorth - not also diluted down to 5% with the
debt settlement? Why did only TriNorth shareholders suffer this
Q5: What happened to the balance of the debt that was raised by the
Russian company? There is no public disclosure of the amount of debt
raised but, based on comments from LAMI, it is believed to be
approximately US$18 million. TriNorth shareholders should understand
that the full amount of the loan is still outstanding. The reduction
from a 50% to a 5% equity interest only gained TriNorth an extension
on the repayment of the debt. According to data gathered by Penn
State University, the actual cost of purchasing the oil and gas
leases was approximately US$7 million. What was the other US$11
million spent on? Has it been spent on drilling? Is it accounted for?
If a portion of that US$11 million has not been spent could it not
have been used to repay part of the debt owed to Lawrence Partners
Fund and avoid the massive reduction in TriNorth's equity position?
All of these questions remain outstanding more than a year after
TriNorth's initial announcement of its holding in the Russian Oil and Gas
Concession, because the Current Board has simply not seen fit to share this
information with its shareholders. Not even the challenge of the Concerned
Shareholders to the incumbent Board of Directors on this issue has resulted in
"Gaining and then losing an interest in significant potential oil and gas
concessions should be a matter of vital concern to shareholders - and to their
Board of Directors," said Tony Busseri of the TriNorth Concerned Shareholders.
"The Current Board behaved as if its own shareholders had no right to know
about what happened to a holding announced by the Company. This is,
unfortunately, only one example of the Current Board's outdated view of
corporate governance and disclosure. It is one good reason why the Current
Board must be replaced with new, independent directors who will take all the
steps needed to bring TriNorth's corporate governance up to best practices and
will consider all avenues to increase shareholder value."
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)