Mr. Ned Collery of Pelham reports

PELHAM INVESTMENT PARTNERS LP COMMENTS ON ELECTION OF DIRECTORS AT THE ANNUAL GENERAL MEETING OF NICKEL 28 CAPITAL CORP.

Pelham Investment Partners LP has commented on the recent announcement by the company regarding the voting results of its annual general meeting of shareholders of Nickel 28, held yesterday, June 12, 2023 (the AGM or the meeting).

• Majority of votes withheld from all incumbent Nickel 28 directors;
• Board has lost mandate of shareholders to lead the company;
• Reconstitution of the board with truly independent directors representative of shareholders is the only honourable and appropriate course of action.

As disclosed by the company, every management-nominated board candidate received substantially more withhold votes than votes in favour of their election, losing by an average margin of 41.6 per cent votes in favour, to 58.4 per cent votes withheld. Notably, the average margin of 41.6 per cent of votes cast in favour of the management nominees includes the roughly 19.2 million shares (30.1 per cent of the total voted) owned by insiders. Excluding these shares from the vote totals, a staggering 83.6 per cent of all votes cast called for the replacement of the company's board of directors (the board).

Ned Collery, as Pelham's representative, attended the AGM in person, together with his advisers. While management and the chair of the meeting refused to disclose how much the company spent resisting shareholders' demands for change, the facts remain that it was a large amount; that it represented a waste of corporate resources; and that it had little effect. The result of the vote was overwhelming, and the conclusion is clear -- shareholders have lost confidence in the board and no longer want them managing the company's affairs.

Certainly, by the time Pelham submitted its director nominees to the company, it should have been clear to the board that the company's shareholders wanted substantial change. Rather than implement this change, the board resorted to technical arguments and the expenditure of company funds to entrench itself; it bears noting that some of the board's defensive actions had the effect of rendering the meeting uncontested. Directors have a legal and moral obligation to act in the best interests of a company and its owners. That Nickel 28's directors have failed to meet this obligation is manifestly clear.

The board's stubborn refusal to implement the change so clearly demanded by the company's owners can, in Pelham's view, only be explained by an unwillingness to forego the ludicrously excessive compensation and other benefits that board members have lavished on themselves.

In its latest news release, the company states that the board "is considering the application of the company's majority voting policy with respect to the [meeting]". By this, the company means that it is considering whether or not to honour shareholders' clearly expressed will and the principle that a company's owners are entitled to have its affairs managed as they see fit. At the company's most recent meeting, Nickel 28's board could have exercised their discretion as fiduciaries and afforded shareholders a free and fair opportunity to express their wishes. Instead, the board relied upon a technicality to deny shareholders their voice and force an uncontested election of directors.

Given the circumstances, that the board even needs to "consider" the appropriateness of resigning is yet another sign that it cannot be trusted to lead Nickel 28. Shareholder democracy is a cornerstone of effective and productive capital markets and, as such, Pelham calls on the board of Nickel 28 to heed the clear wishes of its owners. This farce has gone on long enough -- it is time to accept reality. As the board no longer has any mandate to lead the company, it is incumbent on each individual member to resign and begin the process of reconstituting the board with input from, representation among and the approval of the company's shareholders.

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 is 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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