23:54:24 EDT Sat 18 May 2024
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or Name
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Nickel 28 Capital Corp
Symbol NKL
Shares Issued 91,727,198
Close 2023-06-05 C$ 1.32
Market Cap C$ 121,079,901
Recent Sedar Documents

Nickel 28 director nominees of Pelham dismissed

2023-06-05 22:07 ET - News Release

Mr. Justin Cochrane reports

SUPREME COURT OF BRITISH COLUMBIA CONFIRMS PELHAM'S DIRECTOR NOMINATIONS ARE INVALID AND NICKEL 28 PROVIDES UPDATE ON BOARD AND COMMITTEE INDEPENDENCE

The Supreme Court of British Columbia has granted a petition brought by Maurice Swan, an independent director of Nickel 28 Capital Corp. and the chair of Nickel 28's annual general and special meeting of shareholders, scheduled for June 12, 2023, at 10 a.m. Toronto time. As requested by Mr. Swan, the court confirmed that the purported advance notice of Pelham Investment Partners LP to nominate directors for election at the meeting did not comply with the advance notice provisions in the company's articles. Accordingly, Pelham's purported nomination of directors will not be considered at the meeting. The court also awarded Nickel 28 and Mr. Swan their costs of the proceeding against Pelham.

At the same time, the court also dismissed a petition by Pelham seeking, among other things, an order waiving Pelham's non-compliance with the advance notice provisions, and the appointment of an independent chair of the meeting. The court also ordered Pelham to pay to Nickel 28 costs of Pelham's proceeding.

In seeking relief from the court and in opposing Mr. Swan's petition, Pelham offered no explanation other than inadvertence for its failure to comply with the advance notice provisions. Pelham's failure was consistent with its conduct throughout the course of its pursuit of Nickel 28, in which Pelham has acted without regard for rules that apply to all of the company's shareholders. The board reminds shareholders to remain vigilant against Pelham's repeated attempts to take control of the company.

The company is also providing further disclosure in respect of the company's director nominees set forth in the company's management information circular dated May 10, 2023, and the supplement to the circular dated May 27, 2023, which was filed on SEDAR on May 29, 2023, and is available under the document type other. Philip Williams was previously disclosed as the lead independent director of the company in the circular and the company's other continuous disclosure documents; however, as a result of Anthony Milewski's service on the compensation committee of Consolidated Uranium Inc., of which Mr. Williams serves as chief executive officer, Mr. Williams ceased to be independent as of Dec. 3, 2020, being the date Mr. Milewski commenced his service on the CUR compensation committee. Mr. Milewski has resigned from and no longer serves as a member of the CUR compensation committee, and Nickel 28 previously issued the supplement to correct prior disclosures about Mr. Williams's status. The supplement identifies Mr. Williams as a non-independent director, and as such, Mr. Williams is no longer the lead independent director of the company, and neither the board, nor audit committee is majority independent nor is the compensation committee or the nominating and corporate governance committee composed entirely of independent directors, in each case as previously disclosed in the circular and the company's other continuous disclosure documents. The company's continuous disclosure will reflect Mr. Williams as a non-independent director going forward. The issuance and filing of this press release are intended to correct and clarify the disclosure contained in the circular and the supplement, and have been authorized by an executive officer of the company.

Your aligned and shareholder-focused board urges its fellow shareholders to vote the blue proxy or blue voting instruction form for Nickel 28's five director nominees to continue Nickel 28's proven strategy for value creation and strong momentum. Nickel 28 encourages you to vote well before the proxy voting deadline on June 8, 2023, at 10 a.m. Toronto time.

The circular and the supplement provide important information on the business of the meeting, including Nickel 28's board, as well as related matters such as voting procedures and how to attend the meeting. Shareholders are urged to read the circular and supplement carefully and in their entirety. The circular and supplement are available on Nickel 28's website and under the company's profile on SEDAR with the supplement having been filed on May 29, 2023, and being available under the document type other.

If you have any questions or need help voting your shares, please contact Kingsdale Advisors toll-free in North America at 1-888-518-1557 or call collect from outside of North America at 416-867-2272 or by e-mail at contactus@kingsdaleadvisors.com if you need assistance with voting your shares.

Advisers

Stikeman Elliott LLP and Bennett Jones LLP are acting as legal counsel to Nickel 28. BMO Capital Markets is acting as financial adviser to Nickel 28. Kingsdale Advisors is acting as strategic shareholder adviser to Nickel 28. Gagnier Communications LLC is acting as strategic communications adviser to Nickel 28.

About Nickel 28 Capital Corp.

Nickel 28 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 which are critical to the adoption of electric vehicles. In addition, Nickel 28 manages a portfolio of 10 nickel and cobalt royalties on development, prefeasibility and exploration projects in Canada, Australia and Papua New Guinea.

We seek Safe Harbor.

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