An anonymous representative of Pelham Investment Partners reports

PELHAM INVESTMENT PARTNERS LP ADDRESSES NICKEL 28 CAPITAL CORP.'S REJECTION OF ITS GOOD FAITH SETTLEMENT OFFER

Pelham Investment Partners LP has provided an update on its latest attempt at engaging with management of Nickel 28 Capital Corp. (formerly Conic Metals Corp.).

In the hopes of having constructive engagement with the company and avoiding a costly and unnecessary proxy contest in the face of clear shareholder dissatisfaction, Pelham extended a reasonable settlement offer to the board of directors of the company which was summarily rejected by management. As the single largest shareholder of the company, Pelham is disappointed that the directors have again opted for entrenchment over discussion.

Management and the board's unwillingness to adopt necessary changes

In its May 3, 2023, press release, the company claimed a "commitment to shareholder engagement" and faulted Pelham for having "not engaged with the board." These statements are misleading. Contrary to these assertions, Pelham has now made two constructive proposals to the company, each of which represented an invitation to engage, and neither of which has elicited any response other than an outright rejection. True engagement necessarily requires a willingness to consider changes and the board's actions make it clear that it has no such willingness.

Instead of engaging in the hard business of compromise, the Company unilaterally announced, in its May 3, 2023 press release, a decision not to seek the renewal of its existing equity-based compensation plan. This decision should be viewed cynically since, as Pelham LP has previously noted, insiders are not permitted to vote on the renewal of such plans, and any proposal for a renewal of the plan would result in a humiliating defeat given shareholder sentiment.

The Settlement Offer

Pelham LP believes that the Board has already squandered substantial shareholder wealth through both gross over-compensation of executives and expenditures designed to insulate itself from attempts to curtail such excessive compensation in the future. For the Board to continue on this path, as seems to be its intent, would represent a continued dereliction of both its duty of care and its fiduciary duty to the Company. In a good-faith effort to avert this undesirable outcome, Pelham LP made a settlement offer to the Company which was delivered on the evening of May 7th. This settlement offer presumed the sincerity of the Board's statements that it was interested in engaging with shareholders and that it was interested in instituting sane compensation practices. The terms of this offer included the following:

• At the Company's choice, one of the two current Executive Directors (Mr. Milewski and Mr. Cochrane) could remain on the Board.
• The Company would also decide which one of the three current "independent" directors would remain on the Board.
• Ned Collery of Pelham LP the Company's largest disclosed shareholder - would join the Board.
• The Company would select two of the other independent nominees proposed by Pelham LP to join the Board.
• Messrs. Milewski, Cochrane, Vydra, and Kearns would return all stock-based compensation granted to them in the 2022 fiscal year.
• Directors Swan and Williams would return half of the stock-based compensation granted to them in the 2022 fiscal year.
• Mr. Lennon and any other employees of the Company who received stock-based compensation would retain 100% of that compensation.
• Pelham LP would agree to a one-year standstill from further activism.

We felt that this was a more-than-reasonable offer which would have: (i) resulted in a refreshed Board with enhanced independence; (ii) provided for continuity of oversight; and (iii) resulted in both management and the Company's single largest shareholder having representation on the Board. This proposal afforded the Company an opportunity to rectify its long-standing and glaring issues with corporate governance and excessive compensation. However, yesterday the Company dismissed our offer out of hand, seemingly setting itself on course for a proxy contest that stands to be: (i) wasteful of Company resources; (ii) contemptuous of shareholders' interests; and (iii) futile.

Recently, the Board has emphasized the importance of continuity in maximizing the Company's value. Based on past practice, if this Board remains, we believe that the only thing shareholders should expect is a continuation of the past practices of inadequate independent oversight and excessive compensation at the expense of non management shareholders. The Board has repeatedly shown an unwillingness to do what is right. It is time for them to go.

Management's Ironic Obsession with "Control"

The Company makes much of Pelham LP's purported desire to take "control" of Nickel 28 "without paying all shareholders an appropriate premium". At present, of course, the Company is controlled by a management team that not only failed to pay, to use the Company's own words, "an appropriate premium for their shares", but received the vast majority of such shares from the Company without any cash consideration at all.

The Pelham LP director slate consists of a representative of the Company's single largest shareholder (who has committed to take no compensation for at least the first year of his term) and four other highly qualified and independent directors. In no way could this arrangement be characterized as giving Pelham LP control of the Board. Further, in the interests of avoiding an expensive and unnecessary contest, Pelham LP proposed in its settlement offer that only three of these five highly qualified directors be appointed to the Board, allowing the incumbents to retain two seats and to select which two of Pelham LP's nominees would join the reconstituted Board. To characterize this as Pelham LP demanding "control" is laughable.

We anticipate that our slate of directors will be elected at the Company's upcoming annual general and special meeting of shareholders by the vote of a great majority of non-management shareholders. Rather than representing an assertion by Pelham LP of control over the Company, such an outcome will represent a victory for shareholders generally and the breaking of management's current control.

The Board's seeming inability to countenance the idea that Pelham LP proposes to act in the interests of all shareholders says more about them than it does about Pelham LP. To be clear: Pelham LP sees more profit and sounder sleep in a well-managed Nickel 28 than it does in the sort of self-serving compensation practices in which the incumbent Board has engaged.

We seek Safe Harbor.