Nickel 28 Announces Reconstitution of Board of Directors
14 Agosto 2023 - 5:30PM
Business Wire
Nickel 28 Capital Corp. (“Nickel 28” or the
“Company”) (TSXV: NKL) (FSE: 3JC0) is pleased
to announce the reconstitution of its board of directors (the
“Board”) in accordance with the recommendations of an
independent review committee of the Board (the “IRC”)
established for the purposes of, among other things, considering
whether the resignations previously tendered by five of the
Company’s directors pursuant to Nickel 28’s majority voting policy
(the “Policy”) should be accepted.
Based upon the recommendations of the IRC, the Board has been
reconstituted as follows:
- the resignations of Anthony Milewski and Maurice Swan as
directors were not accepted such that Messrs. Milewski and Swan
continue on the Board;
- the resignations of Justin Cochrane, Lance Frericks and Philip
Williams as directors have been accepted;
- Edward (Ned) Collery, Brett A. Richards and Christopher S.
Wallace have been appointed to the Board to fill the vacancies
created by these resignations;
- C. Ian Ross, who was appointed on June 16, 2023 as an
independent director and the Chair and sole member of the IRC, also
continues on the Board;
- after giving effect to the foregoing changes, the Board is now
comprised of the following six directors: (i) Ned Collery, (ii)
Anthony Milewski, (iii) Brett Richards, (iv) C. Ian Ross, (v)
Maurice Swan and (vi) Chris Wallace;
- Mr. Milewski will continue to lead the Company’s management
team, now as Nickel 28’s Chief Executive Officer; and
- the Board has unanimously appointed C. Ian Ross as its new,
non-executive Chair of the Board.
The reconstituted Board unanimously approved the issuance of the
following joint statement:
“We support the reconstitution of the Board announced today, and
look forward to a new and bright future for the Company. Each of us
is committed to ensuring that the reconstituted board collectively
provides effective and independent oversight, governance and
direction to the Company. We look forward to the future success of
Nickel 28 under the revitalized board’s stewardship.”
Appointed Director Biographies
Edward (Ned) Collery has over a decade of experience in
investing in the natural resources and mining space. Mr. Collery is
the founder and President of Pelham Investment Partners LP, a
private investment partnership and a significant shareholder of the
Company. Prior to founding Pelham Investment Partners LP, Mr.
Collery worked as a research analyst and partner in the investment
management industry. Mr. Collery holds a B.A. in Economics from
Vanderbilt University with a minor in Financial Economics.
Brett A. Richards is an experienced and accomplished natural
resources executive and corporate director with over 37 years of
experience in senior and operational management, project
development and corporate business development in the mining and
metals industry. Mr. Richards is the Chief Executive Officer and a
director of TSX-V listed Goldshore Resources Inc. Mr. Richards is
also a director and Chair of the board of Banro Corporation
Ltd.
Christopher S. Wallace is Managing Director of CCC Investment
Banking, a mid-market investment bank that is involved in mergers
and acquisitions, financings, valuations and provides fairness and
expert opinions. Mr. Wallace is an experienced corporate director
and currently sits on the board of GoviEx Uranium Inc., the fifth
largest publicly-traded uranium company by resource size in the
world. Mr. Wallace also serves as Chair of the audit committee and
as a member of the human resources and compensation committee of
the board of GoviEx Uranium Inc.
Background to the Independent Review
Committee
As previously disclosed, each of the members of the Board
elected at the annual general and special meeting of the
shareholders of Nickel 28 held on June 12, 2023 (the “AGM”)
received a majority withhold vote. On June 16, 2023, Nickel 28
announced that, following due consideration of the application of
the Policy to the AGM, the Board had determined that the principles
underlying the Policy were engaged and that the Policy would apply
with respect to the AGM. Nickel 28 also announced that each of the
members of the Board elected at the AGM had tendered his
resignation for consideration in accordance with the Policy.
On June 16, 2023, Mr. Ross was appointed by the Board as an
independent director and as Chair and the sole member of the IRC.
The IRC undertook an independent review of each resignation,
including a stakeholder consultation process, and made
recommendations in accordance with the Policy. The IRC was advised
by independent legal counsel.
The objective of the process undertaken by the IRC was to
reconstitute the Board in a manner that is in the best interests of
Nickel 28 and its shareholders and other stakeholders generally and
that best positions the reconstituted Board to provide effective
board oversight and direction to Nickel 28 going forward. As part
of that, the IRC sought to ensure that the reconstituted Board is
comprised of directors who as a group have the skills, experience
and independence necessary to provide effective stewardship,
governance and oversight to Nickel 28, and who are expected to
collectively have the trust and confidence of Nickel 28’s
shareholders and other stakeholders going forward.
The IRC independently determined that it was in the best
interests of Nickel 28 to maintain appropriate Board continuity,
including to safeguard the Company’s key relationships and maintain
management stability, with the result that the IRC recommended
against accepting the resignations of Messrs. Milewski and Swan as
directors. The IRC concluded that exceptional circumstances
justified not accepting these resignations. Such circumstances
included those surrounding the AGM, including its contested nature
and the issuance of the previously disclosed decision of the
Supreme Court of British Columbia shortly before the AGM, as well
as the importance in the context of the Company’s business and
affairs of maintaining appropriate Board continuity including to
safeguard the Company’s key relationships. In addition, the IRC
gave due consideration to feedback from the Company’s significant
shareholders with respect to the identity of the directors
appointed to the reconstituted Board.
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 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
business and assets of the Company and its strategy going forward.
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/20230814287835/en/
Investors:
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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