- Shareholders have spoken - a complete replacement of the
Board of Directors of Nickel 28 is desperately needed and has been
demanded by an overwhelming majority of non-management
shareholders
- Shareholders who have not yet voted to WITHHOLD on
management nominees on the YELLOW proxy should still do so,
and send their proxy to Laurel Hill, as these votes could still be
counted at the Meeting if the Chair waives the proxy voting
deadline
- Shareholders who have voted on the Blue proxy still have
time to revoke their proxy
- Questions or need voting assistance? Contact Laurel Hill
Advisory Group at 1–877–452–7184 (416-304-0211 outside North America) or by email at
assistance@laurelhill.com
NEW
YORK, June 9, 2023 /CNW/ - Pelham Investment
Partners LP ("Pelham",
"we", "our" and similar pronouns), the single largest
shareholder of Nickel 28 Capital Corp. (formerly Conic Metals
Corp.) (TSXV: NKL) (FSE: 3JC0) ("Nickel 28" or the
"Company"), today announced that it has received and
deposited YELLOW proxies representing more than 39% 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
"Meeting").
The support for the YELLOW Proxy speaks volumes,
especially considering that, based on publicly available
information, only 14.5% 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% of non-management shares have
been voted against the current board of directors of the Company
(the "Board").
Pelham would like to thank all
of the Company's shareholders who stood with us 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% of the Company's issued and
outstanding shares (50% 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 our discussions with shareholders and the number of
votes cast on our form of proxy, it is a virtual certainty that
every single management nominee will receive substantially less
than 50% of the votes cast in favour of their election. In that
case, there can be no doubt that the Board will have lost their
mandate to lead the Company and the confidence of the Company's
shareholders. We believe and expect 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 Board 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 shareholder 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 advisors 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
advisor and proxy solicitation agent, Laurel Hill Advisory Group
("Laurel Hill"). 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 at the coordinates below for
assistance on revoking a Blue management proxy.
Shareholder Questions
For any questions or voting assistance, shareholders should
contact Pelham LP's strategic shareholder communications advisor
and proxy solicitation agent, Laurel
Hill at 1–877–452-7184 (416-304-0211 outside North America) or by email at
assistance@laurelhill.com. Shareholders can also visit
savenickel28.com for more information, and sign-up to stay up
to date.
About Pelham
Pelham Investment Partners LP is private investment firm located
in New York, managed and founded
by Edward (Ned) Collery in 2021. We
are 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.
Additional Information
This news release is 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 (the "Pelham
Circular"), 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 is available on the Company's SEDAR profile at
www.sedar.com.
Pelham has retained
Laurel Hill as its strategic
shareholder communications advisor 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 LP, Nickel 28's head office is
located at 155 University Avenue, Suite 1240, Toronto, Ontario M5H 3B7 and its registered
address is located at Suite 2500, Park
Place, 666 Burrard Street, Vancouver, British Columbia, V6C 2X8. A copy
of this news release may be obtained under Nickel 28's SEDAR
profile at www.sedar.com.
Cautionary Statement Regarding
Forward-Looking Information
Information disclosed in this news release may contain
forward-looking information. All statements and information, other
than statements of historical fact, included in this news release
contain forward-looking information. Statements containing
forward-looking information can be identified by the use of
forward–looking words such as "will", "expect", "intend", "plan",
"estimate", "anticipate", "believe" or "continue" or similar words
and expressions or negative variations thereof. Statements
containing forward–looking information in this news release include
statements regarding activities, events or developments that
Pelham expects or anticipates may
occur in the future, expectations regarding the Meeting, and what
Pelham expects the Company may do
following the Meeting. Although Pelham believes that the expectations
reflected in statements containing forward-looking information made
by Pelham in this news release to
be reasonable, such statements involve risks and uncertainties, and
undue reliance should not be placed on such statements. Material
factors or assumptions that were applied in formulating the
forward-looking information contained herein include the assumption
that the business and economic conditions affecting the Company's
operations will continue substantially in the current state,
including without limitation with respect to industry conditions,
general levels of economic activity, continuity and availability of
personnel, local and international laws and regulations, foreign
currency exchange rates and interest rates, inflation, taxes that
there will be no unplanned material changes to the Company's
operations, and that the Company's public disclosure record is
accurate in all material respects and is not misleading (including
by omission). Pelham cautions that
the foregoing list of material facts and assumptions is not
exhaustive. Many of these assumptions are based on factors and
events that are not within the control of Pelham and there is no assurance that they
will prove to be correct. Accordingly, there can be no assurance
that the plans, intentions or expectations upon which statements
containing forward-looking information are based will occur or,
even if they do occur, will result in the plans, results or
performance expected. We caution readers of this news release not
to place undue reliance on forward-looking information contained in
this news release, which are not a guarantee of performance, events
or results and are subject to a number of risks, uncertainties and
other factors that could cause actual results, performance or
events to differ materially from those expressed or implied by such
forward-looking information. These factors include, among other
things, actions taken by the Company in connection with the
Meeting, risks under material contracts of the Company, the outcome
of any proceedings that may be commenced in connection with the
Meeting, the content of subsequent public disclosures by the
Company, general economic conditions, legislative or regulatory
changes, changes in capital or securities markets, and those risks
and uncertainties detailed in the continuous disclosure and other
filings of Nickel 28 with applicable Canadian securities
regulators. These are not necessarily all of the important factors
that could cause actual results to differ materially from those
expressed or implied in any of Pelham's forward-looking information. Other
unknown and unpredictable factors could also impact outcomes.
Statements containing forward-looking information in this news
release are based on Pelham's
beliefs and opinions at the time the statements are made, and there
should be no expectation that such forward-looking information will
be updated or supplemented as a result of new information,
estimates or opinions, future events or results or otherwise, and
Pelham disclaims any obligation to
do so, except as required by applicable law.
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content:https://www.prnewswire.com/news-releases/overwhelming-majority-of-nickel-28-capital-corp-shares-not-owned-by-management-voted-in-favor-of-the-boards-removal--more-than-39-of-the-issued-and-outstanding-shares-have-been-voted-on-the-yellow-proxy-301847153.html
SOURCE Pelham Investment Partners LP