Current Board Threatens and Misleads to Avoid Issues
TORONTO, June 5 /CNW/ - The Concerned Shareholders of TriNorth Capital
Inc. today advised other investors that the Company's current Board of
Directors has launched a campaign of misinformation and intimidation to avoid
responding to the issues that are generating support for replacing the Current
Board with independent directors committed to shareholder interests.
"The Current Board is trying many manoeuvres to entrench itself and to
stall the drive to remove it. However, they are not addressing the real issues
that have generated shareholder opposition - dismal investment and share price
performance, and very poor corporate governance including the lack of a truly
independent Board," said Concerned Shareholder Tony Busseri. "The members of
the Current Board need to understand that they cannot intimidate shareholders
- the people whose interests they are supposed to be protecting. TriNorth
shareholders are the owners of the company and they alone will determine who
represents them on the Board of Directors."
The Current Board has launched personal attacks against Tony Busseri, the
Concerned Shareholder, with blatantly false claims. To correct just four of
the many inaccurate and malicious statements in example in its news release of
- The TriNorth Board knows Mr. Busseri is not seeking a management
position, or a Board seat, or is in any way trying to take control of
the Company. It is wrong to make such a claim.
- The TriNorth Board claims Mr. Busseri "has a history of launching
dissident actions against public companies". This is untrue and the
Current Board knows, or should know, it is untrue. This is the first
time Mr. Busseri has felt the need to launch a campaign to replace a
board. The Current Board's misrepresentations simply confirm his
- The Current Board's allegation that Mr. Busseri did not repay a loan
to a previous employer is unequivocally false. The Company in
question received full payment and it is a malicious falsehood for
the TriNorth Board to make a statement to the contrary.
- The Current Board also attacks Mr. Busseri's record in business by
looking at short-term share price performance while he was engaged in
long-term restructuring and value creation. This statement betrays
the fundamental lack of operating management experience on the
"It is deeply disappointing to see TriNorth's current Chairman and the
rest of his Board engaging in these low attempts at character assassination,
particularly when their target is not the critical issue facing shareholders,"
Mr. Busseri said. "The issue is not me. The issue is the lack of independence
of the Current Board, its failure to generate value and its failure to provide
accurate and timely information to shareholders."
While providing misinformation to shareholders, the Current Board has
also expended Company resources on a campaign of intimidation. Since the
Concerned Shareholders filed the Proxy Circular and called for a new Board on
May 29, the Current Board has:
- Been unable to develop any credible refutation to the reasons
provided by the Concerned Shareholders for seeking to replace the
Board. Instead it has launched personal attacks against its
- Instructed its legal counsel to write letters falsely claiming that
the Concerned Shareholders have improperly solicited proxies. The
Current Board may not understand security regulations regarding
proxies, but its legal counsel and proxy solicitation agent should.
- Incorrectly claimed that the Concerned Shareholders' circular
contained inaccuracies about the disastrous Russian Oil and Gas
Concessions. TriNorth provided no information to shareholders
whatsoever between its announcement of that holding on May 9, 2008
and the publication of the Concerned Shareholders' Circular. The
Concerned Shareholders reported information gained only through
persistent private questioning of management.
- Threatened the Concerned Shareholder and the nominees with libel
notices, an entirely inappropriate and improper legal manoeuvre.
- The Current Board has also threatened to find proxies voted for the
Concerned Shareholders to be "invalid" at the June 22 Annual Meeting.
Since that decision can be made only by the Chairman of the Board,
John Crow, and since the Concerned Shareholders are seeking the
removal of Mr. Crow, he is clearly in a conflict of interest and it
would not be proper for him to have the right to rule on votes at the
meeting. The Concerned Shareholders will therefore seek an
independent experienced third party to act as chairman of the Annual
"TriNorth shareholders should see the inconsistency in the Board spending
shareholder money on diversionary legal tactics that add no value to the
Company, while attacking the Concerned Shareholders' budget for responding to
such attacks," Mr. Busseri said.
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 Board and to block the destructive management
resolutions. Discard the Blue Proxy. 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
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)