01:51:28 EDT Sun 19 May 2024
Enter Symbol
or Name
USA
CA



Nickel 28 Capital Corp
Symbol NKL
Shares Issued 91,727,198
Close 2023-06-01 C$ 1.31
Market Cap C$ 120,162,629
Recent Sedar Documents

Nickel 28 dissident Pelham insists ISS has its back

2023-06-02 10:14 ET - News Release

An anonymous representative of Pelham Investment Partners reports

POSITIVE SHAREHOLDER MOMENTUM CONTINUES TO BUILD IN SUPPORT OF PELHAM INVESTMENT PARTNERS LP'S CAMPAIGN TO CHANGE BOARD OF DIRECTORS OF NICKEL 28 CAPITAL CORP., WITH SUPPORT FROM SHAREHOLDERS AND ISS

Pelham Investment Partners LP, a New York-based investment fund and the single largest shareholder of Nickel 28 Capital Corp., believes positive momentum is building behind its campaign to change the board of directors of Nickel 28, both in the form of public shareholder support and a recommendation for change from Institutional Shareholder Services (ISS), a leading independent proxy advisory firm.

Growing shareholder momentum in support of change at Nickel 28

Many shareholders -- both larger institutions and retail holders -- have already voted for all of Pelham's director nominees, using the yellow proxy, at the upcoming annual general and special meeting of shareholders of the company, currently scheduled to be held on June 12, 2023 (including any adjournment(s) or postponement(s)).

One of these shareholders is Samara Capital Inc., a registered portfolio manager that holds voting control over approximately 7.4 per cent of the outstanding shares of Nickel 28 as of the record date. Yesterday, Samara Capital publicly confirmed that it has elected to support the Pelham nominees (who can be voted for using only the yellow proxy). Many other fellow shareholders are doing the same. Pelham encourages all shareholders to join its campaign for change and a better future for your investment in Nickel 28.

ISS recognizes need for change to the board of Nickel 28

ISS recently issued a report for its subscribers, where it recommended that Nickel 28 shareholders vote for change using only the yellow proxy, stating in its conclusion that: "... several credible governance and compensation issues have been raised, and the responses taken by the company suggest a reactive posture due to revelations made by the dissident. Taken in totality, the historical board interlock and compensation issues highlighted are concerning enough to suggest there could be some benefit from additional independent oversight of management on the board."

Permission to quote from the ISS report was neither sought nor obtained.

The company chose to reveal only part of the story when it came to ISS's report, grossly misrepresenting ISS's conclusions to shareholders in a self-serving news release issued yesterday. While Pelham feels that ISS's recommendation ultimately underestimates the degree of board change needed to secure the best outcome for shareholders, Pelham is nonetheless pleased that ISS noted the following in its report:

  • On governance concerns regarding incumbent directors:
    • "Under ISS benchmark policy, shareholders would normally be recommended to withhold votes from management nominees Cochrane and Williams due to Cochrane's service as an executive director on the audit committee in the first case, and Williams being considered overboarded in the second case."
    • "Per an amended filing made on May 29, 2023, the company has indicated that Williams is no longer identified as independent by the company; responding to a significant point of contention by the dissident but not clearing up (beyond admission of oversight) why shareholders were forced to accept this as practice for several years."
  • On the last-minute appointment of Lance C. Frericks to the board:
    • "The board has taken some reactive steps to try and improve independence; however, this has resulted in an independent management nominee with weaker qualifications being added to the board in lieu of one of the more-qualified dissident nominees."
    • "Although the board has recently added an independent director in Lance C. Frericks, he appears to provide the least relevant skills and experience to the board of the entire management slate and was not found through a formal search program."
  • On the need for more independent board oversight of compensation:
    • "... the number of compensation issues and overall quantum of pay discussed in previous sections suggests that board independence at NKL could have contributed to some of the company's issues."
    • "... additional independent board oversight, specifically on the compensation committee, could serve to enhance and rationalize the company's compensation practices."

Further details concerning the Pelham nominees, as well as Pelham's concerns regarding the board's long-standing governance failures, lack of independent oversight and excessive executive compensation, are available in Pelham's information circular mailed to shareholders, which is available under the company's SEDAR profile.

Vote only the yellow proxy

Pelham reminds shareholders that it has designed the yellow proxy as a universal proxy, meaning that all Pelham nominees, as well as management's nominees, are included as voting options. 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 the Pelham 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.

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.

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.

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 by using the yellow form of proxy or voting instruction from to support the election of the Pelham nominees, or the withholding of votes against management's nominees, or any combination thereof. A later-dated yellow 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 at assistance@laurelhill.com.

Additional information

This news release is being 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 are available under 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.

To the knowledge of Pelham, Nickel 28's head office is located at 155 University Ave., suite 1240, Toronto, Ont., M5H 3B7, and its registered address is located at suite 2500, Park Place, 666 Burrard St., Vancouver, B.C., V6C 2X8. A copy of this news release may be obtained under Nickel 28's SEDAR profile.

We seek Safe Harbor.

© 2024 Canjex Publishing Ltd. All rights reserved.