An anonymous representative of Pelham Investment reports

PELHAM INVESTMENT PARTNERS LP REMINDS SHAREHOLDERS TO VOTE ONLY THE YELLOW PROXY WHILE MANAGEMENT OF NICKEL 28 CAPITAL CORP. GLOSSES OVER GLARING GOVERNANCE FAILURES

Pelham Investment Partners LP, a New York-based investment fund and the single largest shareholder of Nickel 28 Capital Corp., is reminding shareholders that voting only the yellow proxy will result in positive change at Nickel 28. Pelham is encouraged by the significant outpouring of support it has received from fellow shareholders who have had enough of the existing board's shameless efforts to entrench themselves, seemingly at any cost.

Vote only the yellow proxy

Pelham reminds shareholders that it has designed the yellow proxy as a universal proxy, meaning that all of the Pelham nominees, as well as the nominees of management , are included as voting options for the upcoming annual general and special meeting of shareholders of the company, currently scheduled for June 12, 2023. Pelham determined to provide shareholders with a universal proxy as the practice of utilizing a universal proxy in a contested meeting is becoming increasingly recognized as a governance best practice.

Regardless of the outcome of the litigation spurred by the board's self-serving decision to reject Pelham's advance notice of nominations, votes cast using the yellow proxy will count. If Pelham's nominees are able to stand for election, votes cast for those nominees on Pelham's yellow proxy will count. If Pelham's nominees are not able to stand for election, withhold votes cast against the current directors on Pelham's yellow proxy will count.

Despite management's efforts to disenfranchise shareholders with legal maneuvers, including by indicating that it will not consider Pelham's five highly qualified and independent nominees at the meeting, Pelham believes that the decision to reject its advance notice of nominations was wrong and it will be arguing its case to give shareholders a voice to effect much-needed change at the company. While no outcome of litigation is certain, Pelham believes in the equity of its cause and is confounded as to how management could possibly consider that disenfranchising shareholders is in the best interests of the company and in keeping with its fiduciary duties as directors.

Even though management was in possession of the identities of the Pelham nominees, and was certainly aware that the meeting would be contested by its submission of an advance notice of director nominations under the company's articles, management chose not to provide for Pehlham's nominees on its form of proxy (for reasons that should be readily apparent to shareholders). Accordingly, shareholders are able to vote for the Pelham nominees or management nominees, or any combination thereof, on the yellow proxy only. This also means that the yellow proxy may be voted to both withhold votes in respect of management's nominees, as well as vote for the Pelham nominees.

Pelham urges shareholders to vote only the yellow proxy, regardless of how shareholders intend to vote, and regardless of the outcome of the pending litigation, and disregard any proxies or voting instruction forms received from management.

Management lowers the bar

Caught red-handed in the midst of significant and long-standing governance failures and misleading disclosure (exposed by Pelham), management has retreated from its false position that Philip Williams, the so-called lead independent director, is independent. Only after Pelham exposed management's serious misrepresentations in this regard has it finally acknowledged that Mr. Williams does not meet the definition of an independent director. Even still, management's recently announced supplement to its management information circular buries this glaring and inconvenient truth behind pages of inflammatory and baseless disparaging statements about Pelham and its intentions and outright fails to disclose this significant fact in its latest news release. Management continues to refuse to properly address the numerous significant misrepresentations contained in its management information circular -- including those that are dependent on the fiction that Mr. Williams is independent, such as its numerous and significant misrepresentations that the board is somehow majority independent, as well as calling into serious question the decisions of the so-called independent directors.

It should also be noted that the board appears to think simultaneously that (i) technical disclosure deficiencies in Pelham's advance notice of nominations -- which were known to management and were subsequently corrected in Pelham's information circular released on May 24, 2023 -- are sufficient grounds to deny shareholders the opportunity to vote for Pelham's nominees; while (ii) material disclosure deficiencies in the company's management information circular -- including with respect to management's nominees (and which management did not even fully correct with its circular supplement issued May 29, 2023) -- are somehow perfectly acceptable.

This double standard speaks to the board's real motivations -- denying shareholders an opportunity to hold them accountable by preventing shareholders from choosing an alternative management team for the company.

Pelham believes that management has limited options for appropriately dealing with the tumbling house of cards it has built for itself and so the only recourse available to it that serves its strategy of entrenchment is to deflect and misdirect. Faced with the truth of Mr. Williams' lack of independence and rather than engage with Pelham on the significant governance issues facing the company, the board is again behaving in its own self-interest. Most recently, in addition to burying the truth about Mr. Williams at the back of its most recent circular supplement, management chose to lower the bar -- rather than put forward an appropriate director slate that complies with the company's own board mandate, the company chose to remove the board mandate's protective requirement that the board has at least three independent directors.

Shareholders should understand by now that this latest act by management is nothing but window dressing, in an attempt to shore up votes amid growing shareholder outrage. Indeed, the company's board mandate also requires that the board meet at least four times per year and yet the management information circular disclosed that the board met only twice in the last year (and received exorbitant compensation for those limited efforts).

Pelham looks forward to management's next announced amendment to the troublesome board mandate.

Only the Pelham nominees will hold the company to a higher standard -- one that the company is certainly capable of meeting and shareholders deserve -- but not under current management.

Shareholder presentation -- learn more about the Pelham nominees and its case for change

Shareholders are urged to visit the savenickel28 website where they can learn more about Pelham and the Pelham nominees. Shareholders can also review a new shareholder presentation that sets out the case for change and Pelham's vision for a higher standard at Nickel 28.

Vote the yellow proxy today

Time is of the essence. In order to ensure your vote is counted at the meeting, please ensure that your yellow proxy or voting instruction form is received prior to the proxy voting deadline of 9 p.m. ET on June 7, 2023.

Even if you have already voted using a blue management proxy or voting instruction form, you have every right to change your vote and support the nomination of our nominees, or the withholding of votes against management's nominees, or any combination thereof. A later-dated yellow form of proxy or voting instruction form automatically revokes any and all previously submitted forms of proxy or voting instruction forms.

Shareholder questions

For any questions or voting assistance, shareholders should contact Pelham's strategic shareholder communications adviser and proxy solicitation agent, Laurel Hill Advisory Group, at 1-877-452-7184 (416-304-0211 outside North America) or by e-mail.

Additional information

This news release is issued in connection with a solicitation of proxies by or on behalf of Pelham and not on behalf of management of Nickel 28. Pelham filed an information circular dated May 21, 2023, which contains certain important prescribed information concerning Pelham and its nominees, as well as information about the background and reasons for the solicitation. The Pelham circular and yellow form of proxy is available on the company's SEDAR profile.

Pelham has retained Laurel Hill as its strategic shareholder communications adviser and proxy solicitation agent. All costs incurred for any solicitation will be borne directly by Pelham. Notwithstanding the foregoing, and to the extent legally permissible, Pelham may seek reimbursement from Nickel 28 for the expenses it incurs in connection with this solicitation, including proxy solicitation expenses and legal fees, in connection with a successful reconstitution of the board. Pelham does not intend to submit the question of such reimbursement to a vote of shareholders of the company. Pelham notes that it expects that any such expenses will be substantially less than the expenses that management has forced the company to incur to defend management from an otherwise avoidable proxy contest.

Proxies may be solicited by mail, facsimile, telephone, telegraph, Internet, in person, by advertisements and by any other manner permitted by law.

No person is authorized to give information or to make any representations by or on behalf of Pelham other than those contained in this circular and, if given or made, such information or representation must not be relied upon as having been authorized by Pelham to be given or made.

Except as otherwise disclosed in the Pelham circular, neither Pelham nor, to its knowledge, any of its nominees, nor any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of Nickel 28's most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Nickel 28 or any of its subsidiaries. Neither Pelham nor, to its knowledge, any of its nominees, nor any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at the meeting, other than as set out herein or in the Pelham circular.

We seek Safe Harbor.