An anonymous director of Pelham reports

PELHAM INVESTMENT PARTNERS LP CONFIRMS RECOMMENDATION TO VOTE WITHHOLD ON BOARD OF DIRECTORS OF NICKEL 28 CAPITAL CORP ON YELLOW PROXY

Pelham Investment Partners LP, a New York-based investment fund and the single largest shareholder of Nickel 28 Capital Corp. (formerly Conic Metals Corp.), has noted that on June 5, 2023, the Supreme Court of British Columbia issued a ruling which denied shareholders the opportunity to vote for Pelham's director nominees at the company's upcoming annual meeting scheduled for June 12, 2023. The ruling hinged on a technical and inadvertent omission contained in Pelham's advance notice of nominations sent privately to the company that it did not hold any proxies for shares of the company as of May 4, 2023. The fact that Pelham actually held proxies over the shares it had purchased in its recently completed tender offer was widely known, publicly disclosed and quickly confirmed by Pelham to the company. Pelham had hoped and expected that, in undertaking their fiduciary duties and to avoid disenfranchising the company's own shareholders, the board of directors of the company would exercise its discretion to waive this technical oversight, which created no disadvantage for anybody.

• Following ISS, second independent proxy advisory firm, Egan-Jones, has also recommended that shareholders vote using only the yellow Proxy. Egan-Jones recommends that shareholders vote withhold against management's entire director slate.
• In light of a recent court ruling, it is imperative that shareholders vote withhold on all Nickel 28 board nominees using the yellow proxy: Anthony Milewski, Justin Cochrane, Maurice Swan, Philip Williams and Lance C. Frericks.
• Shareholders who have already voted on the yellow proxy for Pelham's nominees and withhold for the management nominees need take no action.
• Pelham's campaign has already resulted in significant, beneficial changes at Nickel 28 -- More positive change is, inevitably, coming; court decision represents only a temporary reprieve for an entrenched board.
• Questions or need voting assistance? contact Laurel Hill Advisory Group at 1-877-452-7184 (416-304-0211 outside North America) or by e-mail at assistance@laurelhill.com

Pelham notes that, in stark contrast to the harmless, inadvertent and quickly corrected omission in Pelham's privately communicated advance notice of nominations, the company's own management information circular, and years of prior public disclosure approved by the board, make materially false claims which were only partially corrected yesterday -- less than 72 hours before the voting deadline for the meeting. By management's own admission in its news release from yesterday, the company has only just begun to make the corrective disclosures required, noting that such corrective disclosures will be needed "going forward." These falsehoods have, to date, resulted in no discernible sanctions or consequences for management.

Vote withhold on management nominees using only the yellow proxy

Pelham is deeply disappointed with the court's ruling, which has the effect of disenfranchising not only the company's largest shareholder but, the dissident believes, a majority of those who intended to vote at the meeting. Notwithstanding this setback, the company has adopted a majority voting policy (as described in its management information circular) and, given that Pelham's nominees will not be put forward, the meeting will be "uncontested." Accordingly, if a majority of the votes cast for any director at the upcoming meeting are voted withhold, then that director will be required, under the company's majority voting policy, to submit his resignation to the board.

Following the recent recommendation of independent proxy advisor Institutional Shareholder Services (ISS), a second independent proxy adviser, Egan-Jones Proxy Services, has issued a report to its subscribers to vote using only the yellow proxy. Egan-Jones also recommends that shareholders vote withhold on the entire management director slate, stating that:

"We strongly believe that Nickel 28 has serious corporate governance issues that are needed to be rectified accordingly.

"We believe that the company's high level of executive compensation and lucrative awarding of share-based compensation at the expense of shareholders is not fair and is not in the best interests of the shareholders.

"The company's five-member board has two executive members and one director with a conflict of interest, only leaving two independent members. We believe that this problematic structure leads to lack of check and balance and failure to act on the directors fiduciary duties independently from the management."

Pelham urges Nickel 28 shareholders to use the yellow proxy to bring needed change to Nickel 28. Pelham strongly recommends that shareholders vote withhold on all management director nominees using the yellow proxy.

Pelham's activism has already unlocked shareholder value

Since Pelham's active involvement in Nickel 28, the company has:

• Acknowledged the truth that its "lead independent director" is not independent and the board as a whole is majority non-independent;
• Abandoned its grossly excessive stock compensation plan;
• Appointed a new independent director to the board;
• According to reports received by Pelham, indicated an intention to reduce cash compensation;
• Seen its stock price appreciate materially.

Considering this board's past conduct, it is inconceivable that any of these governance changes would have occurred absent Pelham's involvement and it is nearly certain that they will be reversed absent continuing shareholder pressure. For its part, Pelham has no intention of going anywhere; further progress is inevitable. The only real questions at this point are:

• How much shareholder wealth did the board waste in an attempt to stymie the wishes of the company's owners? How much more shareholder wealth will they waste when we continue to press them for needed change?
• If the board receives less than the minimum requisite support under the majority voting policy, will the incumbent directors do the right thing and tender and accept each other's resignations, or attempt more legal shenanigans to remain? This is a question that each director will need to ask himself, in light of his fiduciary obligations and the reasonable expectations of shareholders under the company's published policies.

Pelham thanks fellow shareholders for their tremendous support and assures them that it is committed to generating further positive change at the company. The board's use of a technicality to inappropriately thwart the will of shareholders may complicate, but will not deny, the change that Nickel 28 so badly needs.

Vote only the yellow proxy!

Due to the board's decision to litigate a technicality related to Pelham's advance notice of nominations, it is now imperative that shareholders vote withhold on all management nominees (Anthony Milewski, Justin Cochrane, Maurice Swan, Philip Williams and Lance Frericks) using only the yellow proxy. As the meeting is not contested, any management nominee receiving more withhold votes than for votes must, under the company's majority voting policy, offer his resignation. Shareholders who have already voted on the yellow proxy for Pelham's nominees and withhold for the management nominees need take no action.

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. (Eastern Time) 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. 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 LP'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. S

About Pelham Investment Partners LP

Pelham Investment Partners is private investment firm located in New York, managed and founded by Edward (Ned) Collery in 2021. The company consists of long-term and value-oriented investors. Pelham, the single largest shareholder of the company, has held an investment in Nickel 28 since the firm's founding in 2021.

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