03:54:05 EDT Sun 19 May 2024
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Nickel 28 Capital Corp
Symbol NKL
Shares Issued 91,727,198
Close 2023-05-18 C$ 1.46
Market Cap C$ 133,921,709
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Nickel 28 tosses out Pelham's board nomination notice

2023-05-19 08:17 ET - News Release

Mr. Justin Cochrane reports

NICKEL 28 ANNOUNCES THAT PELHAM'S DIRECTOR NOMINATION NOTICE IS INVALID

The notice submitted by Pelham Investment Partners LP purporting to nominate five candidates to stand for election to Nickel 28 Capital Corp.'s board of directors at the company's upcoming annual general and special meeting of shareholders scheduled for June 12, 2023, is invalid.

Pelham has been advised that Nickel 28 independent director Maurice Swan, acting in his capacity as chairman of the meeting, and after taking advice from his own independent legal counsel, has determined that the notice did not comply with the advance notice provisions in Nickel 28's articles and, accordingly, the director nominations contained in the notice would not be considered at the meeting.

The chairman retained independent counsel to consider the validity of the notice. During the course of that review, two apparent defects were identified:

  • The notice did not disclose proxies from other shareholders of Nickel 28 obtained by Pelham prior to May 4, 2023, pursuant to Pelham's March 21, 2023, tender offer;
  • The notice did not disclose that one of Pelham's director nominees, Daniel Burns, was the subject of management cease trade orders while serving as a director of CubicFarm Systems Corp. The most recent of those management cease trade orders, made on April 3, 2023, was in effect for more than 30 consecutive days.

Independent counsel for the chairman provided Pelham with an opportunity to respond to the apparent defects. Pelham, in its response, effectively acknowledged the existence of the defects and that the notice was not made in accordance with the advance notice provisions. After considering Pelham's response, and taking advice from independent counsel, the chairman determined that the notice did not comply with the advance notice provisions and notified Pelham accordingly.

Since Pelham has failed to deliver a proper notice in compliance with the advance notice provisions, Pelham will not be entitled to nominate candidates for election to the board at the meeting. Any votes cast for the election of Pelham's director nominee candidates will accordingly not be effective.

The chairman has advised Pelham that he is resolute in his commitment to ensuring that the meeting occurs in accordance with the company's articles and all applicable laws. In order to ensure that occurs, and to avoid any unnecessary disruption or delay of the meeting, the chairman has instructed his independent legal counsel to commence a proceeding in the Supreme Court of British Columbia seeking a declaration confirming the decisions made by him in respect of the notice and the meeting. The chairman intends to seek such court declaration prior to the scheduled date of the meeting.

About Nickel 28 Capital Corp.

Nickel 28 Capital is a nickel-cobalt producer through its 8.56-per-cent joint venture interest in the producing, long-life and world-class Ramu nickel-cobalt operation, located in Papua New Guinea. Ramu provides Nickel 28 with significant attributable nickel and cobalt production, thereby offering shareholders direct exposure to two metals that are critical to the adoption of electric vehicles. In addition, Nickel 28 manages a portfolio of 13 nickel and cobalt royalties on development and exploration projects in Canada, Australia and Papua New Guinea.

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