NEW
YORK, N.Y., April 26,
2023 /CNW/ - Pelham Investment Partners LP
("Pelham LP") announces the expiry of its tender offer for
up to 10,000,000 common shares of Nickel 28 Capital Corp. (formerly
Conic Metals Corp.) (TSXV: NKL) ("Nickel 28" or the
"Company"), at a price of $1.20 per share, payable in cash (the "Tender
Offer"). The Tender Offer expired in accordance with its terms
at 5:00 p.m. (Eastern time) on
April 25, 2023 (the "Expiry
Time"). In accordance with the terms of the Tender Offer,
Pelham LP will complete the purchase of the shares validly tendered
to the Tender Offer as at the Expiry Time and not withdrawn within
three business days. Following taking-up and paying for the
tendered shares, Pelham LP will own and control a total of
9,635,778 shares, representing approximately 10.50% of the total
issued and outstanding shares, which will make Pelham LP (to its
knowledge), the Company's single largest shareholder.
Ned Collery, the managing member
of the general partner of Pelham LP, commented: "I would like to
thank the shareholders who tendered shares. As well, we acknowledge
the numerous unsolicited expressions of frustration with Company
management that we have received. There is no doubt in my mind that
the current board and management have lost shareholder support, and
any mandate to undertake business on behalf of shareholders. We
very much hope for a change in course on the board's part and
remain open to dialogue should they seek to re-establish
shareholder support and, as the Company's single largest
shareholder, we call on them to do so."
Pelham LP also notes with disappointment the filing by the
Company on April 24, 2023 of a notice
of meeting and record date on its SEDAR profile, in respect of an
annual general and special meeting of shareholders of the Company
to be held on June 12, 2023, with a
record date of April 24, 2023 (being
one day prior to the expiry of the Tender Offer). The unusual
timing of the Company's chosen record date and meeting date (coming
more than two months earlier than the Company's previous AGM held
on August 15, 2022), coupled with the
fact that the Company elected to abridge the usual timing
requirements for filing such a notice (being at least 25 days in
advance of a record date), which were each determined at
management's discretion, indicates a strategy of entrenchment by
threatening to unduly hinder Pelham LP's ability to vote the shares
acquired in the Tender Offer. Pelham LP is unable to reconcile the
board's conduct to date with its fiduciary duties to shareholders
and Pelham LP intends to take any and all steps necessary to
protect itself against actions taken by management which have the
effect of disenfranchising shareholders or entrenching management
against the will of shareholders.
Information Relating to Early
Warning Requirements
To the knowledge of Pelham LP, based on publicly available
information, the head office of the Company is located at 155
University Ave., Suite 1240, Toronto,
Ontario, M5H 3B7, Canada.
The acquisition of common shares in the capital of the Company
(the "Common Shares") is being made pursuant to the Tender
Offer, and resulted in Pelham LP acquiring beneficial ownership and
control over a total of 3,663,478 Common Shares. Pelham LP
will pay a total of $4,396,173 to
shareholders who tendered Common Shares to the Tender Offer, at a
price per Common Share of $1.20.
Immediately prior to the time that Pelham LP agreed to take-up
and pay for such Common Shares, Pelham LP owned and controlled a
total of 5,972,300 Common Shares, representing approximately 6.51%
of the total issued and outstanding Common Shares. Following
completion of the Tender Offer, Pelham LP will own and control an
aggregate of 9,635,778 Common Shares, representing approximately
10.50% of the total issued and outstanding Common Shares. The
approximate percentage of Common Shares is based on the number of
Common Shares issued and outstanding as at April 19, 2023, as disclosed by the Company in a
news release dated the same date and available on the Company's
SEDAR profile at www.sedar.com, being 91,777,198 Common Shares.
Depending on market conditions and other factors, Pelham LP may,
in the future, increase or decrease its control or direction over
the securities of the Company, through open-market transactions,
private agreements or otherwise. Pelham LP is committed to
protecting the value of its investment in the Company, and reserves
the right to take whatever other steps and actions that it believes
may be appropriate to do so. Subject to applicable law, such steps
and actions may include without limitation, and subject to Pelham
LP's sole discretion: speaking with other shareholders and other
persons, the exercise of shareholder rights, seeking appropriate
remedies in Court or through regulatory proceedings, and seeking
changes to the management of the Company.
Pelham LP's head office is located at 709 Main Street,
3rd Floor, New Rochelle, New
York, 10801, USA. This
press release is being issued, in part, pursuant to National
Instrument 62-103 – The Early Warning System and Related Take-Over
Bid and Issuer Bids, which requires a report to be filed under
the Company's profile on SEDAR (www.sedar.com) containing
additional information respecting the foregoing matters. A copy of
such report may be obtained by contacting Mr. Ned Collery at +1-212-813-3414.
Shareholder Questions
Shareholders who have questions with respect to the Tender Offer
may contact Laurel Hill Advisory Group, the Depositary and
Information Agent for the Tender Offer, at 1-877-452-7184 (North
America Toll Free), 416-304-0211 (Calls Outside North America), or
by email at assistance@laurelhill.com
Additional Information
The information contained in this press release does not and is
not meant to constitute a solicitation of a proxy within the
meaning of applicable securities laws, however Pelham LP is
providing the following disclosure in reliance on section 9.2(4) of
National Instrument 51-102 – Continuous Disclosure
Obligations in respect of public broadcast solicitations.
Pelham LP may, in its discretion, file a dissident information
circular in due course in connection with the upcoming meeting of
shareholders of the Company, in compliance with applicable
securities laws.
The information contained herein, and any solicitation made by
Pelham LP in advance of any such shareholder meeting, is or will
be, as applicable, made by Pelham LP and not be or on behalf of
management of the Company. All costs incurred for any solicitation
will be borne by Pelham LP, provided that subject to applicable
law, Pelham LP may seek reimbursement from the Company of its
out-of-pocket expenses, including proxy solicitation expenses and
legal fees, incurred in connection with a successful outcome
resulting from shareholder activism that Pelham LP, in its
discretion, may pursue. Pelham LP may engage the services of one or
more agents (including Laurel Hill Advisory Group) and authorize
other persons to assist in soliciting proxies on behalf of Pelham
LP. Any such proxies may be solicited pursuant to a dissident
information circular, or by way of public broadcast, including
through press releases, speeches, publications and by any other
manner permitted under Canadian corporate and securities laws. Any
such proxies may be revoked by instrument in writing executed by a
shareholder or by his or her attorney authorized in writing or, if
the shareholder is a body corporate, by an officer or attorney
thereof duly authorized, or by any other manner permitted by
law.
None of Pelham LP nor, to its knowledge, any of its 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. None of Pelham LP nor, to its knowledge, any of
its 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 any upcoming
shareholders' meeting, other than as set out herein.
Cautionary Statement Regarding
Forward-Looking Information
Certain statements contained in this press release, including
without limitation statements regarding the future intentions of
Pelham LP with respect to its investment in the Company contain
"forward-looking information" and are prospective in nature.
Statements containing forward-looking information are not based on
historical facts, but rather on current expectations and
projections about future events, and are therefore subject to risks
and uncertainties that could cause actual results to differ
materially from the future outcomes expressed or implied by the
statements containing forward-looking information. Often, but not
always, statements containing forward-looking information can be
identified by the use of forward-looking words such as "plans",
"expects", "intends", "anticipates", or variations of such words
and phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might", or "will" be taken,
occur or be achieved. Although Pelham LP believes that the
expectations reflected in statements containing forward-looking
information herein made by it (and not, for greater certainty, any
forward-looking statements attributable to the Company) are
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 LP cautions that the foregoing list of
material factors and assumptions is not exhaustive. Many of these
assumptions are based on factors and events that are not within the
control of Pelham LP and there is no assurance that they will prove
correct. Important facts that could cause outcomes to differ
materially from those expressed or implied by such forward-looking
information include, among other things, actions taken by the
Company following the completion of the Tender Offer, the content
of subsequent public disclosures by the Company, general economic
conditions, legislative or regulatory changes and changes in
capital or securities markets. These are not necessarily all of the
important factors that could cause actual results to differ
materially from those expressed in any of Pelham LP's
forward-looking information. Other unknown and unpredictable
factors could also impact outcomes. Statements containing
forward-looking information in this press release are based on
Pelham LP'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 LP disclaims any obligation to do so, except
as required by applicable law.
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SOURCE Pelham Investment Partners LP