NEW
YORK, May 8, 2023 /CNW/ - Pelham Investment
Partners LP ("Pelham LP") announced today, pursuant to the
early warning requirements of applicable Canadian securities laws,
the acquisition of beneficial ownership of common shares (the
"Common Shares") of Nickel 28 Capital Corp. (formerly Conic
Metals Corp.) (TSXV: NKL) ("Nickel 28" or the
"Company").
Pelham LP entered into a share purchase agreement with an arm's
length third party with respect to the acquisition of an aggregate
of 2,000,000 Common Shares (the "Purchased Shares"), at a
price per share of $1.70, and an
aggregate purchase price of $3,400,000. Pelham LP is deemed to
beneficially own the Purchased Shares pursuant to section 1.8 of
National Instrument 62-104 – Take-Over Bids and Issuer
Bids.
Immediately prior to the time that Pelham LP entered into the
agreement to acquire the Purchased Shares, it owned and controlled
a total of 11,012,478 Common Shares, representing approximately
11.9% of the total issued and outstanding Common Shares. Following
the completion of the sale of the Purchased Shares, Pelham LP will
own and control an aggregate of 13,012,478 Common Shares,
representing approximately 14.2% of the total issued and
outstanding Common Shares. The approximate percentage of Common
Shares is based on a total of 91,777,198 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.
The Purchased Shares were acquired by Pelham LP for investment
purposes. 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.
On May 4, 2023, Pelham LP
announced that it had filed with the Company (in accordance with
the Issuer's articles), an advance notice of nominations with
respect to individuals that Pelham LP intends to nominate for
election to the board of directors at the Company's upcoming annual
general and special meeting of shareholders scheduled for
June 12, 2023. Subject to and in
accordance with applicable law, Pelham LP intends to solicit
proxies in favour of the election of these nominees to the
Company's board of directors.
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.
Pelham LP is a New York-based
investment partnership. The firm is a value-oriented and long-term
investor. 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.
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SOURCE Pelham Investment Partners LP