ISS Rejects Pelham Nominees Edward (Ned)
Collery, Daniel Burns, Marilyn Spink, and Ross B. Levin for Nickel
28 Board
ISS Acknowledges Vital Role Played by Nickel 28
Board and Management in the Ramu Project
ISS Calls Pelham Plan Speculative, Says
Wholesale Removal of Nickel 28 Board Could Jeopardize Strong
Shareholder Returns
Nickel 28 Shareholders Vote Your BLUE Proxy Today!
Nickel 28 Capital Corp. (“Nickel 28” or the
“Company”) (TSXV: NKL) (FSE: 3JC0) announced
that leading independent proxy advisor Institutional Shareholder
Services Inc. (“ISS”) has recommended against the wholesale
change of Nickel 28’s board of directors (the “Board”) as
proposed by Pelham Investment Partners LP’s (“Pelham”) in
connection with the annual general and special meeting (the
“Meeting”) of shareholders scheduled for June 12, 2023 at
10:00 a.m. (Toronto time).
“In its report, ISS saw through Pelham’s distraction tactics to
conclude that Pelham has no plan for Nickel 28 and failed to make a
convincing case for wholesale Board change. ISS agreed that Pelham
nominees, Edward (Ned) Collery, Daniel Burns, Marilyn Spink, and
Ross B. Levin, would not be additive to our Board. We are also
pleased ISS acknowledged that our Board and management team play a
vital role in managing the Ramu project, and rejected Pelham’s
plans to displace the entire Board,” said Anthony Milewski,
Executive Chairman of Nickel 28.
“Nickel 28 is an actively managed business that relies heavily
on its Board and management team’s contributions. The notion of
displacing even one director, would be potentially value
destructive for shareholders. Pelham has repeatedly advanced an
agenda that would see it seize the transformational upside of
Nickel 28 at the expense of other shareholders,” continued Mr.
Milewski.
In recommending shareholders reject
Pelham’s attempt at wholesale Board change, ISS*
concluded in its report that:
Pelham failed to make a case for
change and the wholesale Board change that Pelham has demanded
could put shareholder returns at risk:
“The dissident has failed to make a compelling case that a
change in board control is warranted… wholesale removal of the
management slate could jeopardize the company's strong shareholder
returns delivered since inception.”
The current Board and management team play a vital role in
managing the Ramu project:
“Given the experience of the incumbent board and management with
the Ramu JV, the Ramu JV Debt, and the company's TSR since
inception, it would not seem appropriate at this time to fully
replace key members of the board and management tasked with
negotiation, relationship oversight, and management of these
matters on this basis.”
Pelham’s plan doesn’t make sense and its nominees can’t match
the experience of the Board:
“The dissident suggestion to reduce costs through the removal of
multiple potentially key personnel based on claims of redundancy
seems speculative without further concrete detail about their
replacements and a business plan, and the dissident slate doesn't
appear to show a greater amount of collective experience at
stewardship of mineral assets than the incumbent board.”
Pelham’s claims of underperformance are unfounded:
“Based on the information provided by both the company and the
dissident, it is challenging to argue the company has experienced
enduring underperformance during the tenure of the incumbent board
and management….”
Pelham’s call to cancel all stock-based compensation wasn’t
practical or on market:
“Although the dissident plan also calls for a complete halt to
stock-based compensation, committing to such an action could itself
prove problematic given the prevalence of equity in most public
company compensation programs.”
*Permission to use quotations from the ISS report was neither
sought nor obtained.
ISS is an independent proxy advisory firm whose clients include
many of the world’s leading institutional investors, and who rely
on ISS’ objective and impartial analysis to make important voting
decisions.
Your aligned and shareholder focused Board urges its fellow
shareholders to vote the BLUE
Proxy or BLUE VIF FOR Nickel
28’s five director nominees to continue Nickel 28’s proven strategy
for value creation and strong momentum. Nickel 28 encourages you to
vote well before the proxy voting deadline on June 8, 2023 at 10:00
a.m. (Toronto time).
In addition, shareholders are reminded that the chairman of the
Meeting (the “Chairman”), advised by independent counsel,
previously determined that Pelham failed to deliver a proper notice
(the “Notice”) in compliance with the Company’s advance
notice provisions under its articles. As previously disclosed, the
Chairman’s independent legal counsel has commenced 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. Pelham commenced a petition in response seeking, among
other things, that its director nominees be tabled at the Meeting
and voted upon by shareholders and is purporting to solicit votes
for its nominees in contravention of the Chairman’s determination
that the director nominations contained in the Notice will not be
considered for election to the Board at the Meeting. The Court
hearing in respect of the proceedings was held on May 31, 2023 and
the decision was taken under reserve. The Company anticipates a
decision will be rendered by the Court in respect of the
proceedings in advance of the Meeting.
While the Chairman remains resolute in his commitment to
ensuring the Meeting occurs in accordance with the Company’s
articles and applicable laws and has notified Pelham that it will
not be entitled to nominate directors, the Company believes it is
important that shareholders are made aware of ISS’ reasons for
recommending shareholders reject Pelham’s attempt at wholesale
Board change in the face of Pelham’s challenge to the Chairman’s
determination.
The management information circular (the “Circular”)
dated May 10, 2023 and a supplement to the Circular (the
“Supplement”) provide important information on the business
of the meeting, including Nickel 28’s Board, as well as related
matters such as voting procedures and how to attend the Meeting.
Shareholders are urged to read the Circular and Supplement
carefully and in their entirety. The Circular and Supplement are
available on Nickel 28’s website at www.ProtectNKL28.com and under
the Company’s profile on SEDAR at www.sedar.com.
If you have any questions or need help
voting your shares, please contact Kingsdale Advisors toll free in
North America at 1-888-518-1557, or call collect from outside North
America at 416-867-2272, or by email at
contactus@kingsdaleadvisors.com if you need assistance with voting
your shares.
Advisors
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. Kingsdale Advisors is acting as strategic
shareholder 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 10
nickel and cobalt royalties on development, pre-feasibility 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 and the court proceedings relating to the invalidity of the
Notice, including the timing and outcome 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230601005468/en/
Investor Contact:
Justin Cochrane, President Tel: + 1 289 314 4766 Email:
info@nickel28.com
Kingsdale Advisors Tel: 1-888-518-1557 or 416-867-2272 Email:
contactus@kingsdaleadvisors.com
Media:
Gagnier Communications Riyaz Lalani & Dan Gagnier Tel: +1
416 305 1459 Email: NKL28@gagnierfc.com
Nickel 28 Capital (TSXV:NKL)
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