Nickel 28 Announces That Pelham’s Director Nomination Notice Is Invalid
19 May 2023 - 7:00PM
Business Wire
Nickel 28 Capital Corp. (“Nickel 28” or the
“Company”) (TSXV: NKL) (FSE: 3JC0) today
announced that the notice (the “Notice”) submitted by Pelham
Investment Partners LP (“Pelham”) purporting to nominate
five candidates to stand for election to Nickel 28’s board of
directors (the “Board”) at the Company’s upcoming annual
general and special meeting (the “Meeting”) of shareholders
scheduled for June 12, 2023 is invalid.
Pelham has been advised that Nickel 28 independent director
Maurice Swan, acting in his capacity as chairman of the Meeting
(the “Chairman”), and after taking advice from his own
independent legal counsel, has determined that the Notice did not
comply with the advance notice provisions in Nickel 28’s articles
(the “Advance Notice Provisions”) and, accordingly, the
director nominations contained in the Notice would not be
considered at the Meeting.
The Chairman retained independent counsel to consider the
validity of the Notice. During the course of that review, two
apparent defects were identified:
- the Notice did not disclose proxies from other shareholders of
Nickel 28 obtained by Pelham prior to May 4, 2023 pursuant to
Pelham’s March 21, 2023 tender offer; and
- the Notice did not disclose that one of Pelham’s director
nominees, Mr. Daniel Burns, was the subject of management cease
trade orders while serving as a director of CubicFarm Systems Corp.
The most recent of those management cease trade orders, made on
April 3, 2023, was in effect for more than 30 consecutive
days.
Independent counsel for the Chairman provided Pelham with an
opportunity to respond to the apparent defects. Pelham, in its
response, effectively acknowledged the existence of the defects and
that the Notice was not made in accordance with the Advance Notice
Provisions. After considering Pelham’s response, and taking advice
from independent counsel, the Chairman determined that the Notice
did not comply with the Advance Notice Provisions and notified
Pelham accordingly.
Since Pelham has failed to deliver a proper notice in compliance
with the Advance Notice Provisions, Pelham will not be entitled to
nominate candidates for election to the Board at the Meeting. Any
votes cast for the election of Pelham’s director nominee candidates
will accordingly not be effective.
The Chairman has advised Pelham that he is resolute in his
commitment to ensuring that the Meeting occurs in accordance with
the Company’s articles and all applicable laws. In order to ensure
that occurs, and to avoid any unnecessary disruption or delay of
the Meeting, the Chairman has instructed his independent legal
counsel to commence a proceeding in the Supreme Court of British
Columbia seeking a declaration confirming the decisions made by him
in respect of the Notice and the Meeting. The Chairman intends to
seek such Court declaration prior to the scheduled date of the
Meeting.
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, including with respect to the Notice and related
proceedings in the Supreme Court of British Columbia 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/20230519005089/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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