Total Telcom Responds to Dissident Circular
24 March 2011 - 12:30AM
PR Newswire (Canada)
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
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