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Published on: Friday, Fri, 02 Jun 2023 ● 12 Min Read
NEW YORK, June 2, 2023 -- 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.
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 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."
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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).
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.
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.
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.
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.
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.
