Supreme Court of British Columbia Confirms Pelham’s Director Nominations Are Invalid and Nickel 28 Provides Update on Board and Committee Independence
05 Junho 2023 - 10:56PM
Business Wire
Nickel 28 Capital Corp. (“Nickel 28” or the
“Company”) (TSXV: NKL) (FSE: 3JC0) announces
that the Supreme Court of British Columbia (the “Court”)
today granted a petition brought by Maurice Swan, an independent
director of Nickel 28 and the chair of Nickel 28’s annual general
and special meeting (the “Meeting”) of shareholders,
scheduled for June 12, 2023 at 10:00 a.m. (Toronto time). As
requested by Mr. Swan, the Court confirmed that the purported
advance notice of Pelham Investment Partners LP (“Pelham”),
to nominate directors for election at Meeting, did not comply with
the advance notice provisions in the Company’s articles (the
“Advance Notice Provisions”). Accordingly, Pelham’s
purported nomination of directors will not be considered at the
Meeting. The Court also awarded Nickel 28 and Mr. Swan their costs
of the proceeding against Pelham.
At the same time, the Court also dismissed a petition by Pelham
seeking, among other things, an order waiving Pelham’s
non-compliance with the Advance Notice Provisions, and the
appointment of an independent chair of the Meeting. The Court also
ordered Pelham to pay to Nickel 28 costs of Pelham’s
proceeding.
In seeking relief from the Court, and in opposing Mr. Swan’s
petition, Pelham offered no explanation other than inadvertence for
its failure to comply with the Advance Notice Provisions. Pelham’s
failure was consistent with its conduct throughout the course of
its pursuit of Nickel 28, in which Pelham has acted without regard
for rules that apply to all of the Company’s shareholders. The
Board reminds shareholders to remain vigilant against Pelham’s
repeated attempts to take control of the Company.
The Company is also providing further disclosure in respect of
the Company’s director nominees set forth in the Company’s
management information circular (the “Circular”) dated May
10, 2023 and the supplement to the Circular dated May 27, 2023 (the
“Supplement”), which was filed on SEDAR on May 29, 2023, and
is available under the document type “Other”. Philip Williams was
previously disclosed as the lead independent director of the
Company in the Circular and the Company’s other continuous
disclosure documents; however, as a result of Anthony Milewski’s
service on the compensation committee of Consolidated Uranium Inc.
(“CUR”), of which Mr. Williams serves as Chief Executive
Officer, Mr. Williams ceased to be independent as of December 3,
2020, being the date Mr. Milewski commenced his service on the CUR
compensation committee. Mr. Milewski has resigned from and no
longer serves as a member of the CUR compensation committee, and
Nickel 28 previously issued the Supplement to correct prior
disclosures about Mr. Williams’ status. The Supplement identifies
Mr. Williams as a non-independent director and as such, Mr.
Williams is no longer the lead independent director of the Company,
and neither the Board nor audit committee are majority independent
nor are the compensation committee or the nominating and corporate
governance committee comprised entirely of independent directors,
in each case as previously disclosed in the Circular and the
Company’s other continuous disclosure documents. The Company’s
continuous disclosure will reflect Mr. Williams as a
non-independent director going forward. The issuance and filing of
this press release is intended to correct and clarify the
disclosure contained in the Circular and the Supplement and has
been authorized by an executive officer of the Company.
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).
The Circular and 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 with the Supplement
having been filed on May 29, 2023 and being available under the
document type “Other”.
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 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/20230605005919/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
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