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TriNorth Shareholders Approve New Financing, Distribution Of Feronia Shares, Consolidation And Name Change

TORONTO, May 28, 2012 /CNW/ - Shareholders of TriNorth Capital Inc. (TSXV:TRT) have approved a number of resolutions that pave the way for TriNorth's rebirth as Difference Capital Funding, a technology-oriented merchant bank.

The following initiatives were approved at TriNorth's annual and special meeting on May 24, 2012:
  • Consolidation of TriNorth's existing common shares on the basis of one post-consolidation share for every ten existing shares.
  • A private placement of post-consolidation common shares at an offering price of $0.30 per share for gross proceeds of up to $100 million.
  • A change in TriNorth's name to Difference Capital Funding Inc.

Feronia Distribution

TriNorth currently holds 15,913,000 common shares of Feronia Inc. ("Feronia")(TSXV: FRN). Of those shares, TriNorth will distribute 14,913,000 shares to the TriNorth shareholders of record as of May 11, 2012 (the "Distribution Shares"). TriNorth will hold back 1 million Feronia shares to offset its liabilities. The distribution will result in each TriNorth shareholder of record receiving 0.0988 Feronia common shares for each common share of TriNorth held as at the record date. A shareholder's pro rata share of the distribution will be rounded down to the nearest whole share, with the fraction being retained by TriNorth.

As stated, the record date for the distribution was May 11, 2012, resulting in an ex-distribution date of May 9, 2012. The process for distribution will be as follows:
  • TriNorth will create a trust for the benefit of eligibile shareholders (expected to be created during the week of May 28, 2012).
  • The Distribution Shares will be transferred into this trust, which is to be created prior to the closing of the private placement and share consolidation, and in order to expedite such closing.
  • TriNorth will then undertake certain steps with its transfer agent and the transfer agent of Feronia in order to re-register and transfer the Distribution Shares currently registered in the name of TriNorth, to the TriNorth shareholders of record.
  • Once the company coordinates the mechanics of the re-registration of the Distribution Share certificates, the re-registered Feronia shares will be distributed to the eligible TriNorth shareholders.
  • TriNorth expects this entire process to take approximately one month to complete, but in any event the distribution is expected to be completed no later than July 15, 2012.

Each resolution presented at the meeting received the support of at least 97 per cent of votes cast. The initiatives are subject to final approval by the TSX Venture Exchange.

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