Nickel 28 Announces Reconstitution of Board of Directors
NEWS RELEASE TSX VENTURE: NKL
FSE: 3JC0
NICKEL 28 ANNOUNCES RECONSTITUTION
OF BOARD OF DIRECTORS
TORONTO, ONTARIO, August 14, 2023 – 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 recommenda tions of an independent review
committee of the Board (the “ IRC”) established for the purpos es of, among other things,
considering whether the resignatio ns 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 Maur ice Swan as directors were not accepted
such that Messrs. Milewski and Swan continue on the Board;
the resignations of Justin Cochrane, Lance Frer icks 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 comm itted to ensuring that the reconstituted board
collectively provides effective and independent oversight, governance and direction to the
Company. We look forward to th e future success of Nickel 28 under the revitalized board’s
stewardship.”
Appointed Director Biographies
Edward (Ned) Collery has over a decade of experi ence 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 sign ificant shareholder of the Compan y. 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 accomp lished natural resources executive and corporate
director with over 37 years of experience in senior and operationa l 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 Direct or 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 e xperienced corporate director and currently sits
on the board of GoviEx Uranium Inc., the fift h 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, f ollowing 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 appl y 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 unde rtook 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 shar eholders 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 overs ight 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 sa feguard the Company’s key relationships and
maintain management stability, wi th 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 resi gnations. 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-cl ass Ramu Nickel-Cobalt Oper ation located in Papua New
Guinea. Ramu provides Nickel 28 with signifi cant 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 st atements. Forward-looking statem ents are often identified by
terms such as “may”, “should”, “anticipate”, “exp ect”, “potential”, “believe”, “intend” or the
negative of these terms and simila r 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. Re aders are cautioned not to pl ace 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 st atements materialize, or should assumptions
underlying the forward-looking st atements prove incorrect, actual results, performance or
achievements could vary materially from thos e 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 forw ard-looking statements
contained in this release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regu lation 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.
Investor Contact:
Justin Cochrane, President
Tel: + 1 289 314 4766
Email: [email protected]
Media:
Riyaz Lalani & Dan Gagnier
Tel: +1 416 305 1459
Email: [email protected]