Total Telcom (TSXV:TTZ)
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KELOWNA, BC and EDMONTON, March 23 /CNW/ --
KELOWNA, BC and EDMONTON, March 23 /CNW/ - TOTAL TELCOM INC. (TSX Venture: TTZ) Total Telcom Inc. ("Total Telcom" or the "Company") today responds to
the dissident circular dated March 10, 2011 distributed by a group so
called the "Committee to Save TTZ" (the "Dissident Group") in an
attempt to take control of the Board of Directors of Total Telcom
("BOD").
Total Telcom urges shareholders to support the current BOD and oppose an
attempt by dissidents to seize control of the BOD without paying a
premium at an Annual and Special meeting scheduled for March 30, 2011.
BOD Take Over Attempt to Drain Cash Reserves and Dilute Shares
Total Telcom believes the attempt to take over the BOD is a guise and
self serving attempt to drain the cash reserves and dilute the Company
shares. Total Telcom's proposed Board of Directors interests are
aligned with our shareholders, as evidenced by their ownership of
5,046,114 shares or 20%, compared with 300,000 shares owned by the
dissident group of nominees. The Dissident Group consists of 5 people.
They are proposing 4 nominees to act as directors. Of the Dissident
Group and proposed dissident nominees, ONLY 3 are shareholders of the
Company. Furthermore, of the 3 shareholders, these holdings seem to be
a recent acquisition for the purpose of taking over the Company. The
dissident's hand-picked nominees, with their conflicting loyalties,
should not be relied on to advance the interest of Total Telcom
shareholders.
Public Disclosure Taken Out of Context
The Dissident Group's Circular is comprised of public disclosure taken
out of context and compiled in such a manner as to mislead Total Telcom
shareholders. Statements regarding management's commission in 2008 do
not reflect the earned nature of the payout or that the same management
did not receive salaries or financial compensation for some 8 years
prior to 2008. Moreover, the so called "Resignation letters" from
former Directors were in fact the result of a failed attempt by these
parties to take control of the BOD that would have resulted in the
company being sold at a cash discount to participate in a speculative
high risk resource deal.
Total Telcom Leader in Remote Monitoring and Control
Total Telcom is a technology company and while it has faced many such
challenges since the collapse of the technology markets, it has in fact
been diligently building a solid foundation and is recognized today by
Governments, Industry and the Military as a leader in Remote Monitoring
and Control. The Company is on the cusp of moving out of the
specialized low volume custom market into the more lucrative mass
commercialization with the launch of new products this spring. The
Dissident Group has no technical experience and would have the
shareholders believe it should dispose of these achievements and become
a junior Mining Company. "Our shareholders invested in a technology
company, not mining. Don't let an unknown, disinterested group hijack
your investment."
It has been brought to Management's attention that there has been
misrepresentation to shareholders by third parties. Please be advised
that the Company or any agent of the Company will clearly identify
themselves to shareholders in the event you are contacted for your
support.
Shareholders are being asked to vote on a number of matters, but the
central issue Shareholders must decide is the composition of the board
of directors of the Company since that will ultimately set the future
direction of Total Telecom. A vote for the management-nominated
directors is a vote for a strategy focused on creating sustainable
long-term shareholder value.
THE DISSIDENT GROUP IS NOT ACTING IN THE BEST INTEREST OF SHAREHOLDERS.
Recommendations to Shareholders
Your vote has never been more important. Regardless of the number of shares you own, you must take action and
cast your vote today. To support your board, vote only Management's
Proxy. Discard any proxy that you receive from the Dissident Group. If
you have already voted the proxy from the Dissident Group, you may
change your vote by simply completing a later dated Management Proxy.
PROXY FAX NUMBER
The fax number indicated on the Proxy Form included in the circular was
found to be intermittent. If you wish to fax in your proxy please use
1-403-452-8084.
Act Today To Protect Your Investment In Total Telcom and vote only Management's Proxy FOR all Director
nominees.
Trading symbol: TTZ: TSX Venture
"The TSX Venture Exchange does not accept responsibility for the adequacy or accuracy of this release."
To view this news release in HTML formatting, please use the following URL: http://www.newswire.ca/en/releases/archive/March2011/23/c5693.html
p If you have any questions or need assistance in completing Management's proxy, please call Laurel Hill Advisory Group at toll free 1-877-304-0211 or email at a href="mailto:assistance@laurelhill.com"assistance@laurelhill.com/a. /p