Nickel 28 Rejects Pelham’s Latest Zero Premium Take-Over Attempt
09 May 2023 - 9:00PM
Business Wire
Pelham’s purported “settlement offer” would
leave Nickel 28 without vital expertise or a credible plan to drive
shareholder value
Nickel 28’s Board and management team has
positioned the Company to become a leading cash generating battery
metals investment vehicle
Nickel 28 Capital Corp. (“Nickel 28” or
the “Company”) (TSXV: NKL) (FSE: 3JC0)
announced that it will continue to stand up for the rights of all
Nickel 28 shareholders in the face of Pelham Investment Partners
LP’s (“Pelham”) repeated public and private attempts to gain
control of the Company.
Pelham’s latest attempt to take control of Nickel 28 without
paying all shareholders an appropriate premium for their shares,
took the shape of a purported “with prejudice” settlement offer
dated May 7, 2023 (the “Settlement Offer”). The Settlement
Offer demanded, among other things, the resignations of three of
Nickel 28’s directors, the appointment of Pelham’s Managing Member,
Edward (Ned) Collery, and two other Pelham nominees, the return or
the cancellation of previously granted share-based compensation,
and the reimbursement of an uncapped amount of Pelham’s “expenses”.
Despite owning approximately 14% of Nickel 28’s shares, Pelham is
seeking to appoint two-thirds of the board of directors of the
Company (the “Board”). This follows on the heels of Pelham’s
plan to replace the entire Board less than one week ago.
The Board unequivocally rejects Pelham’s Settlement Offer and is
sharing these details publicly to ensure that all shareholders have
transparency into Pelham’s self-serving agenda. The Board believes that it would be highly irresponsible
and potentially value destructive to hand control of Nickel 28 to
Pelham, an unknown hedge fund, with little discernable track record
or experience, a history of failed activism and no credible
articulated plan.
The management of Nickel 28’s Ramu joint venture interest and
royalty portfolio requires significant experience in mining,
operations, commodity trading and sales, geology and mergers and
acquisitions, as well as experience managing local relationships.
Nothing in Pelham’s disclosures suggests that
it or its nominees can replace the expert stewardship of Nickel’s
Board and management team.
The Settlement Offer is the latest in a series of attempts by
Pelham to create a false narrative of constructive engagement, gain
control of Nickel 28 without paying shareholders an appropriate
premium, including Pelham’s coercive, unsolicited mini-tender and
its nomination of five individuals for election as directors at the
Company’s upcoming annual general and special meeting (the
“Meeting”) of shareholders scheduled for June 12, 2023.
Nickel 28’s Highly Aligned Board and Management Team is
Driving Value for All Shareholders
The Board and management team of Nickel 28, have acted
deliberately and intentionally in accordance with Nickel 28’s
long-term strategic plan to develop and position the Company to
become a leading battery metals investment vehicle that has:
- Significant exposure to nickel, a metal with increasing
relevance to electric vehicles and energy storage;
- An interest in a low cost open-pit nickel-cobalt mine located
in Papua New Guinea that is generating substantial free cash
flow;
- Significant cash flow leverage to nickel and copper
prices;
- Upside in a portfolio of royalties in highly attractive
nickel-copper projects; and
- Strong and effective leadership driving a plan that is creating
value for all shareholders.
The Board and management team are significant shareholders of
the Company and are highly aligned with all shareholders. They will
continue to work tirelessly to drive shareholder value and protect
shareholders against coercive and opportunistic attempts to seize
that value by groups like Pelham.
Shareholders are not required to take any action at this time
and are encouraged to contact the Company if they have questions
about their investment in Nickel 28.
Advisors
Kingsdale Advisors is acting as strategic shareholder advisor to
Nickel 28. Stikeman Elliott LLP and Bennett Jones LLP are acting as
legal counsel to Nickel 28. BMO Capital Markets is acting as
financial advisor to Nickel 28. Gagnier Communications LLC is
acting as strategic communications advisor to Nickel 28.
About Nickel 28
Nickel 28 Capital Corp. is a nickel-cobalt producer through its
8.56% joint-venture interest in the producing, long-life and
world-class Ramu Nickel-Cobalt Operation located in Papua New
Guinea. Ramu provides Nickel 28 with significant attributable
nickel and cobalt production thereby offering our shareholders
direct exposure to two metals which are critical to the adoption of
electric vehicles. In addition, Nickel 28 manages a portfolio of 13
nickel and cobalt royalties on development and exploration projects
in Canada, Australia and Papua New Guinea.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information which constitutes
‘forward-looking statements’ and ‘forward-looking information’
within the meaning of applicable Canadian securities laws. Any
statements that are contained in this news release that are not
statements of historical fact may be deemed to be forward-looking
statements. Forward-looking statements are often identified by
terms such as “may”, “should”, “anticipate”, “expect”, “potential”,
“believe”, “intend” or the negative of these terms and similar
expressions. Forward-looking statements in this news release
include, but are not limited to: statements with respect to the
Meeting, Nickel 28’s relevance to electric vehicles and energy
storage, anticipated free cash flow and related leverage to nickel
and copper prices, anticipated repayment of outstanding
indebtedness, including the timing thereof and matters relating
thereto. Readers are cautioned not to place undue reliance on
forward-looking statements. Forward-looking statements involve
known and unknown risks and uncertainties, most of which are beyond
the Company’s control. Should one or more of the risks or
uncertainties underlying these forward-looking statements
materialize, or should assumptions underlying the forward-looking
statements prove incorrect, actual results, performance or
achievements could vary materially from those expressed or implied
by the forward-looking statements.
The forward-looking statements contained herein are made as of
the date of this release and, other than as required by applicable
securities laws, the Company does not assume any obligation to
update or revise them to reflect new events or circumstances. The
forward-looking statements contained in this release are expressly
qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release. No securities regulatory authority has
either approved or disapproved of the contents of this news
release.
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version on businesswire.com: https://www.businesswire.com/news/home/20230509005546/en/
Investor Contact:
Justin Cochrane, President Tel: + 1 289 314 4766 Email:
info@nickel28.com
Media:
Riyaz Lalani & Dan Gagnier Tel: +1 416 305 1459 Email:
NKL28@gagnierfc.com
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