- Following ISS, second independent proxy advisory firm,
Egan-Jones, has also recommended
that shareholders vote using only the YELLOW Proxy.
Egan-Jones recommends that
shareholders vote WITHHOLD against management's
entire director slate.
- In light of a recent Court ruling, it is imperative that
shareholders vote WITHHOLD on ALL Nickel 28 Board nominees
using the YELLOW Proxy: Anthony
Milewski, Justin Cochrane,
Maurice Swan, Philip Williams, and Lance C. Frericks.
- Shareholders who have already voted on the YELLOW
proxy for Pelham's nominees and
WITHHOLD for the management nominees need take no
action.
- Pelham's Campaign has
Already Resulted in Significant, Beneficial Changes at Nickel 28 –
More Positive Change is, Inevitably, Coming; Court Decision
Represents Only a Temporary Reprieve for an Entrenched
Board.
- Questions or need voting assistance? 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, June 6, 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"), today announced that, on June 5th, 2023, the Supreme Court of
British Columbia issued a ruling
which denied shareholders the opportunity to vote for Pelham's director nominees at the Company's
upcoming annual meeting scheduled for June
12, 2023 (the "Meeting"). The ruling hinged on
a technical and inadvertent omission contained in Pelham's advance notice of nominations sent
privately to the Company that it did not hold any proxies for
shares of the Company as of May 4,
2023. The fact that Pelham
actually held proxies over the shares it had purchased in its
recently completed tender offer was widely known, publicly
disclosed, and quickly confirmed by Pelham to the Company. Pelham had hoped and expected that, in
undertaking their fiduciary duties and to avoid disenfranchising
the Company's own shareholders, the board of directors of the
Company (the "Board") would exercise its discretion to waive
this technical oversight, which created no disadvantage for
anybody.
Pelham notes that, in stark
contrast to the harmless, inadvertent, and quickly corrected
omission in Pelham's privately
communicated advance notice of nominations, the Company's own
management information circular, and years of prior public
disclosure approved by the Board, make materially false claims
which were only partially corrected yesterday – less than 72 hours
before the voting deadline for the Meeting. By management's own
admission in its news release from yesterday, the Company has only
just begun to make the corrective disclosures required, noting that
such corrective disclosures will be needed "going forward". These
falsehoods have, to date, resulted in no discernible sanctions or
consequences for management.
Vote WITHHOLD on Management
Nominees Using ONLY the YELLOW Proxy
Pelham is deeply disappointed
with the Court's ruling, which has the effect of disenfranchising
not only the Company's largest shareholder but, we believe, a
majority of those who intended to vote at the Meeting.
Notwithstanding this setback, the Company has adopted a majority
voting policy (as described in its management information circular)
and, given that Pelham's nominees
will not be put forward, the Meeting will be "uncontested".
Accordingly, if a majority of the votes cast for any director at
the upcoming Meeting are voted WITHHOLD, then that director
will be required, under the Company's majority voting policy, to
submit his resignation to the Board.
Following the recent recommendation of independent proxy advisor
Institutional Shareholder Services (ISS), a second independent
proxy advisor, Egan-Jones Proxy Services ("Egan-Jones"), has issued a report to its
subscribers to vote using only the YELLOW proxy.
Egan-Jones also recommends that
shareholders vote WITHHOLD on the entire management
director slate, stating that1:
"We strongly believe that Nickel 28 has
serious corporate governance issues that are needed to be rectified
accordingly."
"We believe that the Company's high level of
executive compensation and lucrative awarding of share-based
compensation at the expense of shareholders is not fair and is not
in the best interests of the shareholders."
"The Company's five member Board has two
executive members and one director with a conflict of interest,
only leaving two independent members. We believe that this
problematic structure leads to lack of check and balance and
failure to act on the directors fiduciary duties independently from
the management."
Pelham urges Nickel 28
shareholders to use the YELLOW proxy to bring needed change
to Nickel 28. Pelham
strongly recommends that shareholders vote WITHHOLD on all
Management director nominees using the YELLOW proxy.
Pelham's Activism Has Already Unlocked
Shareholder Value
Since Pelham's active
involvement in Nickel 28, the Company has:
- Acknowledged the truth that its "Lead Independent Director" is
not independent and the Board as a whole is majority
non-independent;
- Abandoned its grossly excessive stock compensation plan;
- Appointed a new independent director to the Board;
- According to reports received by Pelham, indicated an intention to reduce cash
compensation; and
- Seen its stock price appreciate materially.
Considering this Board's past conduct, it is inconceivable that
any of these governance changes would have occurred absent
Pelham's involvement and it is
nearly certain that they will be reversed absent on-going
shareholder pressure. For its part, Pelham has no intention of going anywhere;
further progress is inevitable. The only real questions at
this point are:
- How much shareholder wealth did the Board waste in an attempt
to stymie the wishes of the Company's owners? How much more
shareholder wealth will they waste when we continue to press them
for needed change?
- If the Board receives less than the minimum requisite support
under the majority voting policy, will the incumbent Directors do
the right thing and tender and accept each other's resignations, or
attempt more legal shenanigans to remain? This is a question that
each director will need to ask himself, in light of his fiduciary
obligations and the reasonable expectations of shareholders under
the Company's published policies.
Pelham thanks fellow
shareholders for their tremendous support and assures them that it
is committed to generating further positive change at the
Company. The Board's use of a technicality to inappropriately
thwart the will of shareholders may complicate, but will not deny,
the change that Nickel 28 so badly needs.
Vote ONLY the YELLOW
Proxy!
Due to the Board's decision to litigate a technicality related
to Pelham's advance notice of
nominations, it is now imperative that shareholders vote
WITHHOLD on ALL management nominees (Anthony Milewski, Justin
Cochrane, Maurice Swan,
Philip Williams, and Lance Frericks) using only the YELLOW
Proxy. As the Meeting is not contested, any management
nominee receiving more WITHHOLD votes than for votes must,
under the Company's majority voting policy, offer his resignation.
Shareholders who have already voted on the YELLOW proxy
for Pelham's nominees and
WITHHOLD for the management nominees need take no
action.
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
by using the YELLOW form of proxy or voting instruction
from. A later-dated YELLOW 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 the Company may do
following the Meeting. 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.
__________________________
|
1 Permission
to quote from the Egan-Jones report was neither sought nor
obtained.
|
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SOURCE Pelham Investment Partners LP