THE BOARD OF TRINORTH IS FIRMLY COMMITTED TO CREATING SUPERIOR VALUE FOR ALL SHAREHOLDERS

VOTE YOUR BLUE PROXY TODAY

Dear TriNorth Shareholder,

By now you may have received proxy materials from a shareholder owning a small number of TriNorth shares proposing a dissident slate of directors handpicked by him with the intention of seizing control of TriNorth Capital Inc. (“TriNorth” or “Company”).

This shareholder, Mr. Tony Busseri (“Busseri”) has a history of launching dissident actions against public companies and is attempting to use the market downturn to seek control of your company and its assets. Busseri has made claims that management and the Board have not properly served the interests of TriNorth and its shareholders. These claims are unfounded, tactical and designed to inflame the proxy contest.

Specifically, concerns have been raised about the ownership of Custnarvi Ltd., the proposal to begin listing on the TSX Venture Exchange, the corporate governance practices of TriNorth’s Board of Directors, and the quality of the members of the Board of Directors. These allegations are serious and were carefully reviewed by a Special Committee of the Board to assess their merit.

The Special Committee’s conclusion is that Busseri has made inaccurate and irresponsible allegations against the Company.

The Company believes that it is important for shareholders of the Company to be aware of the record of Busseri and his nominees (the “Dissidents”).

Busseri took a $300,000 interest-free loan while acting as Capital’s CEO and did not repay it

While acting as CEO, Busseri received an interest-free loan from Capital Environmental Resources in the amount of $300,000 to assist with the purchase and renovation of a principal residence.

The facts are:

• The $300,000 loan was arranged while Busseri was Chairman and CEO of the company.

• According to Capital’s SEC filings, if Busseri’s employment was terminated, he had three years to repay the loan.

• However, after Capital announced that Busseri was no longer employed with the company in August 2000, the loan was forgiven on January 5, 2001.

While this transaction may technically have been legal at the time, it is not in this Board’s view proper corporate behaviour.

Busseri has no record of wealth creation

Busseri has no record of creating shareholder value as a leader of a public company.

The facts are:

• From October 2004 to January 2008, while Busseri was President and CEO and a Board Member of EnGlobe Corp. (TSX: EG) the company share price fell 58%.

• The TSX Composite rose 56% over the same period.

• Between 2004 and 2007, EnGlobe had cumulative operating losses of about $8.2 million, on $317 million of revenues.

• Busseri led Capital Environmental Resources Inc. (later re-named Waste Services Inc.) from 1997 until his departure in August 2000.

• In the last 14 months of Busseri’s tenure, Capital / Waste Services share price fell 73%.

• The S&P rose 17% over the same period.

• Busseri was no longer employed with the company after Capital / Waste Services reported a loss of $6.6 million – its largest loss ever.

• Busseri recently left the position of Executive Vice President at Hanfeng Evergreen Inc. in April 2009 after a four-month tenure.

Waste Services share price down 73% during last 14 months of Busseri’s leadership

EnGlobe’s share price down 58% during Busseri’s tenure

On the more serious points raised by Busseri against TriNorth, the Board is taking this opportunity to set the record straight.

Busseri misrepresenting TriNorth’s actions regarding Custnarvi Ltd., “Russian Oil Concessions”

The Dissidents claim that TriNorth inappropriately managed assets related to the Custnarvi Ltd. with a loss of value.

The facts are:

• TriNorth never made an equity investment in the Russian Oil Concessions and never had any equity capital at risk in this venture. The venture was and remains a speculative opportunity obtained by TriNorth at no financial cost.

• TriNorth never traded, transferred or sold any securities in Custnarvi.

• The reduced ownership level for TriNorth in the Russian Oil Concessions is the result of dilution caused by the Russian Oil Concession’s debt restructuring with its creditors.

• TriNorth did not have the financial resources necessary to satisfy Custnarvi’s financial obligations, and therefore accepted the restructuring to ensure that TriNorth retained an ownership stake and the potential for future gains.

• At no time did TriNorth ever record any value for its ownership in the Russian Oil Concessions.

• All debt against the Russian Oil Concessions has been and continues to be non-recourse to TriNorth.

• Ernst &Young LLP, TriNorth’s auditor, ascribed zero value to this asset.

TriNorth earned an interest in the Russian Oil Concessions at no cost through the relationship it built with its partners in Russo-Forest. While TriNorth invested no capital and had no liability associated with this holding at any time, the Russian Oil Concessions required substantial restructuring due to debt maturities. Without risking any capital TriNorth has maintained an equity ownership stake, which

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may or may not have future value. Given that TriNorth has never risked any capital or attributed any financial value to this holding at any point, the Board is entirely satisfied with TriNorth's resultant position and that the parties have acted in TriNorth's best interests with respect to this holding.

TriNorth’s disclosure practices were, and continue to be, appropriate to both the level of materiality of the information and the nature of the developments, and are consistent with all relevant regulatory requirements.

The Board finds it extremely regrettable that the Dissidents have misrepresented the facts despite the repeated attempts by TriNorth’s management to explain the Company’s position to the Dissidents.

Busseri promoting baseless arguments to oppose listing on TSX Venture Exchange

Busseri has stated that he would consider all appropriate action necessary to prevent TriNorth from moving its share listing from the TSX to the TSX Venture Exchange.

The facts are:

• TriNorth would save a projected $30,000 per year in listing costs with the move from the TSX to the TSX Venture Exchange.

• The TSX Venture Exchange is the more appropriate listing to serve companies of TriNorth’s size.

• A listing on the TSX Venture Exchange would better align the fiscal reporting calendars of TriNorth and its subsidiary holdings.

• There is no “value” associated with a TSX listing and, therefore, there is no “value loss” through this action.

The Board finds the arguments against a move to list on the TSX Venture Exchange to be without merit. In fact, maintaining a listing on the TSX is more costly and cumbersome to the operations of TriNorth in the long-term.

Busseri wants TriNorth’s shareholders to pay $450,000 for his campaign

Busseri has publicly claimed to be spending $450,000 in fees and expenses to launch this dissident action against TriNorth.

The facts are:

• On page 19 of the Dissident Circular, Busseri states his intention to seek reimbursement of the entire cost of the campaign from TriNorth.

• This $450,000 charge back will effectively force TriNorth shareholders to pay for Busseri’s takeover.

• Busseri seems unwilling to stake his own money in the campaign.

TriNorth has strong corporate governance practices and standards

The Dissidents have accused TriNorth’s Board of poor disclosure and corporate governance practices.

The facts are:

• TriNorth’s Board consists of experienced, knowledgeable and active members.

• TriNorth consistently offers transparent financial reporting and communications with shareholders and the investment community.

• This level of transparency is consistent both with good corporate governance practices and the level of transparency provided by comparable companies.

• TriNorth’s disclosure policies and procedures are at a high standard and are comparable with leading Canadian corporations.

• TriNorth has a clear record of effectively identified, managed and disclosed related party transactions through the engagement of third-party counsel, the imposition of restrictions on managers, and public disclosure through press releases.

The Management Slate is comprised of strong, experienced leaders

John Crow – A noted international economist, Mr. Crow was the fifth Governor of the Bank of Canada� from 1987 to 1994. A graduate of Oxford University in 1961, he spent the next decade at the International Monetary Fund and was appointed Chief of the North American division in 1970. In 1973, he joined the research department of the Bank of Canada as Deputy Chief and became chief shortly thereafter. He was appointed Adviser to the Governor in 1979 and Deputy Governor in May 1981. In 1993 he was elected Chairperson of the central bank governors of the Group of Ten countries, a position he relinquished when his term as Governor ended.

Mr. Crow has served as a director of a number of companies, including Placer Dome Inc., Barrick Gold Corporation, Rockwater Capital Corporation and is currently a member of the board of Canadian Tire Bank and serves as the chair of the independent review committee of CIBC.

Mr. Crow is also a Senior Fellow of the C.D. Howe Institute, and a public member of the Public Accountants Council of Ontario. Until June 2004, he was Chair of the Investment Committee of the Canada Council for the Arts, until June 2006, he was Vice-Chair of the Toronto Leadership Centre for Financial Sector Supervision, and until December 2007 he was a member of the investment committee of the Workplace Safety and Insurance Board of Ontario.

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In 1999 Mr. Crow chaired a committee of international experts that was commissioned by the Executive Board of the International Monetary Fund to evaluate IMF bilateral, regional, and multilateral surveillance activities, and in 2002 he took part in a high level international mission to advise on monetary problems in Argentina. In 2003 he chaired an international task force commissioned by the International Federation of Accountants to examine the loss of credibility in financial reporting and how to restore it.

Rene Bharti - The past President & Chief Executive Officer, Avion Resources Corp. where he also served as a director. � Over the past decade, he has held senior management roles in several public and private companies, including those in the resource, technology, and entertainment sectors. Previously, Mr. Bharti also served as Vice President of Business Development for a publicly listed resource company with gold assets in the former Soviet Union.

Amar Bhalla, CFA - The President of Capit Investment Corporation, a company he founded in 1999 to advise Canadian start-ups on fundraising, business development and channel origination / execution. Mr. Bhalla is an experienced executive having served as CEO of Crescent Logic Inc. and was a founding partner of HB Investments Ltd. Mr. Bhalla has also served on numerous boards and committees, including chair of the independent review committee of Lawrence Asset Management Inc., and a director of Nyah Resources, Carlaw Capital II and Carlaw Capital III. Mr. Bhalla completed the Institute for Corporate Directors program and is a CFA charterholder.

John D. Pennal - The President and Chief Executive Officer of TriNorth Capital Inc. An Ontario lawyer by training, Mr. Pennal has been President of TriNorth since 1995. He is Counsel to the law firm of Ogilvy Renault LLP and also serves as President of Centiva Capital Inc., a public company. Mr. Pennal has served on numerous public boards over the past 15 years.

Ravi Sood - The President & Chief Operating Officer of Lawrence Asset Management Inc. where he has provided the direction, leadership and strategy for the Company's investing activities since 1998. Mr. Sood has served on the Board of Directors of numerous public and private companies including Phoenix Coal Corporation, Russo-Forest Corporation, Feronia Inc, and Lawrence Asset Management Inc. Mr. Sood has extensive experience in the development of early-stage companies in the resource sector having been involved in the founding and funding of resource companies in Africa, Eastern Europe, the Middle East, and North America.

Busseri is putting forward a slate of directors with less experience and knowledge than the management slate of directors

The Dissidents are putting forward a slate of directors to replace TriNorth’s management slate of directors.

The facts are:

• None of Busseri’s nominees have direct share ownership in TriNorth.

• Only one of Busseri’s nominees has relevant board membership experience.

• The Dissident Circular does not specify the role of Busseri once he seizes control of TriNorth.

The Busseri Slate does not have the financial and operating experience nor the track record to provide TriNorth with leadership and strategic direction.

Busseri has no plan, no team and no direction. The attempt to seize control of TriNorth will ultimately harm the company and its shareholders. It is important that you vote your BLUE proxy in order to prevent this from happening.

TriNorth has the right strategy and leadership to create shareholder value. Busseri does not.

It is vital you fully understand what may happen to your investment if Busseri seizes control of your Company. For this reason, the board urges you to carefully read the Management Information Circular and execute the BLUE proxy by voting as recommended by the board of TriNorth. Voting is a very quick and easy process that empowers you to state your position and protect your investment, but you must act and vote your BLUE proxy to ensure your position is recognized.

We believe that the depth of experience and strategic vision of the TriNorth nominees are essential to the Company’s success and makes us best suited to lead your Company.

If you have any questions regarding voting your BLUE proxy, please contact Kingsdale Shareholder Services Inc., at 1-800-775-4067 (toll free) or 416-867-2272 (outside of North America).

Sincerely,

The Board of Directors of TriNorth Capital Inc.

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