- Fellow shareholder Samara Capital Inc. holding voting
control over approximately 7.4% of the issued and outstanding
shares of Nickel 28 as of the record date, votes YELLOW
Proxy "FOR" all Pelham's
director nominees
- ISS recognizes that "several credible governance and
compensation issues have been raised" in recommending that
shareholders vote for Board Change using only the
YELLOW 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 2, 2023 /CNW/ - Pelham Investment
Partners LP ("Pelham",
"we", "our" and similar pronouns), a New York-based investment fund and the single
largest shareholder of Nickel 28 Capital Corp. (formerly Conic
Metals Corp.) (TSXV: NKL) (FSE: 3JC0) ("Nickel 28" or the
"Company"), is pleased to announce the positive momentum
building behind its campaign to change the board of directors of
Nickel 28 (the "Board"), both in the form of public
shareholder support and a recommendation for change from
Institutional Shareholder Services ("ISS"), a leading
independent proxy advisory firm.
Growing Shareholder Momentum in
Support of Change at Nickel 28
Pelham is pleased to report
that many shareholders – both larger institutions and retail
holders – have already voted for all of Pelham's director nominees (the "Pelham
Nominees"), using the YELLOW Proxy, at the upcoming
annual general and special meeting of shareholders of the Company,
currently scheduled to be held on June 12,
2023 (including any adjournment(s) or postponement(s), the
"Meeting").
One of these shareholders is Samara Capital Inc. ("Samara
Capital"), a registered portfolio manager that holds
voting control over approximately 7.4% of the outstanding shares of
Nickel 28 as of the record date. Yesterday, Samara Capital publicly
announced that it has elected to support the Pelham Nominees (who
can be voted "FOR" using only the YELLOW
Proxy). Many other fellow shareholders are doing the same. We
encourage all shareholders to join our campaign for change and a
better future for your investment in Nickel 28.
ISS Recognizes Need for Change to
the Board of Nickel 28
ISS recently issued a report for its subscribers, where it
recommended that Nickel 28 shareholders vote for change using only
the YELLOW proxy, stating in its conclusion
that:1
"…several credible governance and compensation issues have
been raised and the responses taken by the company suggest a
reactive posture due to revelations made by the dissident. Taken in
totality, the historical board interlock and compensation issues
highlighted are concerning enough to suggest there could be some
benefit from additional independent oversight of management on the
board."
__________________________________
1
Permission to quote from the ISS report was neither sought nor
obtained.
The Company chose to reveal only part of the story when it came
to ISS' report, grossly misrepresenting ISS' conclusions to
shareholders in a self-serving news release issued yesterday. While
Pelham feels that ISS'
recommendation ultimately underestimates the degree of Board change
needed to secure the best outcome for shareholders, Pelham is nonetheless pleased that ISS noted
the following in its report:
On Governance Concerns Regarding Incumbent Directors
"Under ISS benchmark policy, shareholders
would normally be recommended to withhold votes from management
nominees Cochrane and Williams due
to Cochrane's service as an
executive director on the Audit Committee in the first case, and
Williams being considered overboarded in the second case."
- and -
"Per an amended filing made on May 29, 2023, the company has indicated that
Williams is no longer identified as independent by the company;
responding to a significant point of contention by the dissident
but not clearing up (beyond admission of oversight) why
shareholders were forced to accept this as practice for several
years."
On the last-minute appointment of Lance
C. Frericks to the Board:
"The board has taken some reactive steps to
try and improve independence, however, this has resulted in an
independent management nominee with weaker qualifications being
added to the board in lieu of one of the more qualified dissident
nominees."
- and -
"Although the board has recently added an
independent director in Lance C.
Frericks, he appears to provide the least relevant skills
and experience to the board of the entire management slate and was
not found through a formal search program."
On the need for more independent Board oversight of
compensation:
"…the number of compensation issues and
overall quantum of pay discussed in previous sections suggests that
board independence at NKL could have contributed to some of the
company's issues."
- and -
"…additional independent board oversight,
specifically on the compensation committee, could serve to enhance
and rationalize the company's compensation practices."
Further details concerning the Pelham Nominees, as well as
Pelham's concerns regarding the
Board's long–standing governance failures, lack of independent
oversight and excessive executive compensation, are available in
Pelham's information circular
mailed to shareholders and which is available at savenickel28.com
(as well as on the Company's SEDAR profile at www.sedar.com).
Vote ONLY the YELLOW
Proxy!
Pelham reminds shareholders
that it has designed the YELLOW Proxy as a "universal"
proxy, meaning that all of the Pelham Nominees, as well as
management's nominees, are included as voting options. Pelham determined to provide shareholders with
a universal proxy as the practice of utilizing a universal proxy in
a contested meeting is becoming increasingly recognized as a
governance best practice.
Regardless of the outcome of the litigation spurred by the
Board's self-serving decision to reject Pelham's advance notice of nominations, votes
cast using the YELLOW Proxy will count. If the Pelham
Nominees are able to stand for election, votes cast for those
nominees on Pelham's YELLOW
Proxy will count. If Pelham's
nominees are not able to stand for election, withhold votes cast
against the current directors on Pelham's YELLOW Proxy will count.
Pelham urges shareholders to
vote only the YELLOW Proxy, regardless of how shareholders intend
to vote, and regardless of the outcome of the pending litigation,
and disregard any proxies or voting instruction forms received from
management.
Only the Pelham Nominees will hold the Company to a higher
standard – one that the Company is certainly capable of meeting and
shareholders deserve – but not under current management.
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 9:00 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
to support the election of the Pelham Nominees, or the withholding
of votes against management's nominees, or any combination thereof.
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 advisor
and proxy solicitation agent, Laurel Hill Advisory Group
("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 its nominees will
do if elected to the Board. 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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SOURCE Pelham Investment Partners LP