An anonymous director reports

NICKEL 28 ANNOUNCES DEFENCE AND COUNTERCLAIM AGAINST FORMER EXECUTIVES JUSTIN COCHRANE & CONOR KEARNS

Nickel 28 Capital Corp. has defended against the lawsuits brought against it by the company's former president, Justin Cochrane, and its former chief financial officer, Conor Kearns. The company has also counterclaimed against Mr. Cochrane for, amongst other things, $12-million in damages for breach of contract, breach of fiduciary duties and conspiracy, and against Mr. Kearns for, amongst other things, $5-million for breach of fiduciary duty, negligence and conspiracy. The company has claimed $1-million in punitive damages against each of these individuals for their high-handed and egregious conduct.

The company terminated each of Mr. Cochrane and Mr. Kearns's employment for cause on May 3, 2024, as a result of findings of serious misconduct made by an independent special committee of the company's board of directors. The special committee's findings were the result of a months-long investigation that concluded that each of Mr. Cochrane and Mr. Kearns had engaged in various misdeeds and breaches of their fiduciary duties to the company. These breaches included involvement in trades that violated the company's policies, self-dealing that resulted in, amongst other things, Mr. Cochrane and Mr. Kearns facilitating grossly excessive compensation payments to themselves and others, including allowing improper company expenses and awards of securities to themselves and others in breach of the company's long-term incentive plans, and causing the company to enter into improper consulting contracts. Mr. Cochrane and Mr. Kearns were also involved in the loss and/or destruction of company data and evidence.

After their terminations, Mr. Cochrane and Mr. Kearns started substantially similar and meritless lawsuits against the company and two of its board members, Edward Collery and Brett Richards. Both lawsuits are in the Ontario Superior Court of Justice and claim damages for, amongst other things, wrongful termination and loss of competitive advantage.

Mr. Collery and Mr. Richards have scheduled motions to strike the meritless claims against them on Nov. 3, 2025, on the basis that the claims do not disclose any reasonable cause of action against them personally. In the meantime, the company has served a statement of defence and counterclaim in each of the Cochrane lawsuit and the Kearns lawsuit. The company has denied all allegations against it and pleaded the special committee's findings and the justifiable terminations of Mr. Cochrane and Mr. Kearns that followed.

The company has also counterclaimed against Mr. Cochrane and Mr. Kearns.

The claims against Mr. Cochrane include:

• $12-million in damages for breach of contract, breach of fiduciary duties, breach of confidence, breach of trust, negligence, unjust enrichment, spoliation, conspiracy, and tortious interference with economic interests and contractual relations;
• Declarations that Mr. Cochrane breached fiduciary duties, duties of confidence and contractual obligations to the company, and conspired with Mr. Kearns to, amongst other things, misuse the company's confidential and proprietary documents and information and willfully destroy evidence of his and others' misconduct. Mr. Cochrane's breaches include facilitating a transaction that gave away a company asset for practically no value to a shell corporation that was controlled by a personal friend and business associate of Mr. Cochrane;
• $1-million in aggravated, exemplary and punitive damages.

The claims against Mr. Kearns include:

• $5-million in damages for breach of contract, breach of fiduciary duties, breach of confidence, breach of trust, negligence, unjust enrichment, spoliation, conspiracy, and tortious interference with economic interests and contractual relations;
• Declarations that Mr. Kearns breached fiduciary duties, duties of confidence and contractual obligations to the company, and conspired with Mr. Cochrane to, amongst other things, misuse the company's confidential and proprietary documents and information and willfully destroy evidence of his and others' misconduct;
• $1-million in aggravated, exemplary and punitive damages.

About Nickel 28 Capital Corp.

Nickel 28 Capital 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.

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