- With momentum building to remove entrenched
directors, management is caught red–handed and
continues to insult shareholders with last-minute attempts to paper
over alarming misrepresentations and governance
failures
- Nickel 28 forced to admit that Mr. Philip Williams, the so-called "Lead Independent
Director", is NOT an independent director
- Only the Pelham Nominees will bring accountability to the
Nickel 28 boardroom - shareholder presentation posted to
www.savenickel28.com
- Questions or need voting assistance? Shareholders with
questions or who need voting assistance may 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, May 30, 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"), reminds shareholders that voting only the
YELLOW Proxy will result in positive change at Nickel
28. Pelham is encouraged by
the significant outpouring of support it has received from fellow
shareholders who have had enough of the existing board's shameless
efforts to entrench themselves, seemingly at any cost.
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 the
nominees of management, are included as voting options for the
upcoming annual general and special meeting of shareholders of the
Company, currently scheduled for June 12,
2023 (including any adjournment or postponement thereof, the
"Meeting"). 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 Pelham's
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.
Despite management's efforts to disenfranchise shareholders with
legal manoeuvres, including by indicating that they will not
consider our five highly-qualified and independent nominees (the
"Pelham Nominees") at the Meeting, we believe that the
decision to reject our advance notice of nominations was wrong and
we will be arguing our case to give shareholders a voice to effect
much-needed change at the Company. While no outcome of litigation
is certain, we believe in the equity of our cause, and are
confounded as to how management could possibly consider that
disenfranchising shareholders is in the best interests of the
Company and in keeping with their fiduciary duties as
directors.
Even though management was in possession of the identities of
the Pelham Nominees, and was certainly aware that the Meeting would
be contested by our submission of an advance notice of director
nominations under the Company's articles, management chose not to
provide for our nominees on their form of proxy (for reasons that
should be readily apparent to shareholders). Accordingly,
shareholders are able to vote for the Pelham Nominees or management
nominees, or any combination thereof, on the YELLOW Proxy
ONLY. This also means that the YELLOW Proxy
may be voted to both "WITHHOLD" votes in respect of
management's nominees, as well as vote "FOR" the Pelham
Nominees.
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.
Management Lowers the Bar
Caught red-handed in the midst of significant and long-standing
governance failures and misleading disclosure (exposed by
Pelham), management has retreated
from its false position that Mr. Philip
Williams, the so-called "Lead Independent Director", is
independent. Only after Pelham
exposed management's serious misrepresentations in this regard have
they finally acknowledged that Mr. Williams does NOT meet
the definition of an "independent" director. Even still,
management's recently announced supplement to its management
information circular buries this glaring and inconvenient truth
behind pages of inflammatory and baseless disparaging statements
about Pelham and its intentions,
and outright fails to disclose this significant fact in its latest
news release. Management continues to refuse to properly address
the numerous significant misrepresentations contained in its
management information circular – including those that are
dependent on the fiction that Mr. Williams is independent, such as
its numerous and significant misrepresentations that the board is
somehow "majority independent", as well as calling into serious
question the decisions of the so-called "independent"
directors.
It should also be noted that the Board appears to think
simultaneously that: (i) technical disclosure deficiencies in
Pelham's advance notice of
nominations - which were known to management and were subsequently
corrected in Pelham's information
circular released on May 24, 2023 –
are sufficient grounds to deny shareholders the opportunity to vote
for Pelham's nominees; while (ii)
material disclosure deficiencies in the Company's management
information circular – including with respect to management's
nominees (and which management didn't even fully correct with their
circular supplement issued May 29,
2023) – are somehow perfectly acceptable.
This double standard speaks to the Board's real motivations –
denying shareholders an opportunity to hold them accountable by
preventing shareholders from choosing an alternative management
team for the Company.
Pelham believes that management
has limited options for appropriately dealing with the tumbling
house of cards they've built for themselves, and so the only
recourse available to them that serves their strategy of
entrenchment is to "deflect and misdirect". Faced with the
truth of Mr. Williams' lack of independence and rather than engage
with Pelham on the significant
governance issues facing the Company, the board is again
behaving in its own self–interest. Most recently, in addition
to burying the truth about Mr. Williams at the back of their most
recent circular supplement, management chose to lower the bar –
rather than put forward an appropriate director slate that complies
with the Company's own board mandate, the Company chose to remove
the board mandate's protective requirement that the board have at
least three independent directors.
Shareholders should understand by now that this latest act by
management is nothing but window-dressing, in an attempt to shore
up votes amid growing shareholder outrage. Indeed, the Company's
board mandate also requires that the board meet at least four
times per year, and yet the management information circular
disclosed that the board met only twice in the last year
(and received exorbitant compensation for those limited
efforts).
Pelham looks forward to
management's next announced amendment to the troublesome board
mandate.
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.
Shareholder Presentation - Learn More About the Pelham
Nominees and Our Case for Change
Shareholders are urged to visit
www.savenickel28.com where they can learn more
about Pelham and the Pelham
Nominees. Shareholders can also review a new shareholder
presentation that sets out the case for change and Pelham's vision for a higher standard at
Nickel 28.
Vote the YELLOW Proxy Today
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
and support the nomination of our nominees, or the withholding of
votes against management's nominees, or any combination thereof. A
later-dated YELLOW form of 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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content:https://www.prnewswire.com/news-releases/pelham-investment-partners-lp-reminds-shareholders-to-vote-only-the-yellow-proxy-while-management-of-nickel-28-capital-corp-glosses-over-glaring-governance-failures-301837226.html
SOURCE Pelham Investment Partners LP