An anonymous representative of Pelham Investment Partners reports

OVERWHELMING MAJORITY OF NICKEL 28 CAPITAL CORP. SHARES NOT OWNED BY MANAGEMENT VOTED IN FAVOR OF THE BOARD'S REMOVAL -- MORE THAN 39% OF THE ISSUED AND OUTSTANDING SHARES HAVE BEEN VOTED ON THE YELLOW PROXY

Pelham Investment Partners LP, the single largest shareholder of Nickel 28 Capital Corp., has received and deposited yellow proxies representing more than 39 per cent of the issued and outstanding shares of the company to Nickel 28, ahead of its annual meeting of shareholders scheduled for June 12, 2023.

The support for the yellow proxy speaks volumes, especially considering that, based on publicly available information, only 14.5 per cent of the issued and outstanding shares (excluding shares owned or controlled by management) voted on the election of the management director nominees at the company's 2022 annual meeting held last August. Pelham believes that there are likely more "withhold" votes for management's director nominees on its blue proxy, and expects that at least 80 per cent of non-management shares have been voted against the current board of directors of the company.

Pelham would like to thank all of the company's shareholders who stood with it to support needed change at Nickel 28. The vast majority of Nickel 28's largest shareholders known to Pelham, including the company's four largest non-management shareholders, have voted their shares on the yellow proxy to withhold support from all of Nickel 28's board nominees.

A voter turnout of nearly 40 per cent of the company's issued and outstanding shares (50 per cent excluding management shares) on an opposition proxy is a testament to the clear will of shareholders to remove the incumbent directors. Given this strong voter turnout, as well as Pelham's discussions with shareholders and the number of votes cast on its form of proxy, it is a virtual certainty that all management nominees will receive substantially less than 50 per cent of the votes cast in favour of their election. In that case, there can be no doubt that the board will have lost its mandate to lead the company and the confidence of the company's shareholders. Pelham believes and expects that all directors should tender their resignations and proceed to reconstitute the board with directors who have the support and confidence of the company's shareholders.

A failure to heed shareholders' clear wishes would represent yet another in a series of decisions which call into question each director's willingness to fulfill his fiduciary duty to the company and its shareholders. The outcome of this vote is a clear sign to the current directors that it is time for them to go. Nickel 28 shareholders have made their desires clear and, as the owners of the company, their voices should be heeded.

Despite the obvious mandate for change arising from this result, Pelham believes that the board and management may resort to further maneuvers in an attempt to entrench themselves and avoid accountability, while further enriching themselves at shareholders' expense. Such tactics will prove unavailing and will only deepen the hole into which the board has already dug itself. Shareholders do not want the current board leading their company. It is incumbent on each individual member of the board, as a fiduciary of the company, to accept that fact.

Vote "withhold" on management nominees using only the yellow proxy

Independent proxy advisers Institutional Shareholder Services and Egan-Jones Proxy Services have issued reports recommending that their subscribers vote using only the yellow proxy -- and in the case of Egan-Jones, to vote "withhold" on the entire management director slate.

While the proxy cut-off set by management for the meeting has passed, shareholders who have not yet voted "withhold" on the yellow proxy in respect of management's nominees to the board should still do so, and send their proxy to Pelham's strategic shareholder communications adviser and proxy solicitation agent, Laurel Hill Advisory Group. Such late proxies may yet be accepted in the event that the chair of the meeting waives the proxy deadline.

Alternatively, shareholders who have voted on the blue management proxy still have time to revoke their proxy in advance of the meeting. Shareholders may contact Laurel Hill for assistance on revoking a blue management proxy.

Shareholder questions

For any questions or voting assistance, shareholders should contact Pelham's strategic shareholder communications adviser and proxy solicitation agent, Laurel Hill, 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.

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