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NKL.V ·

Nickel 28 Announces Results of Annual Meeting

Shareholder Meetings

NEWS RELEASE TSX Venture: NKL

FSE: 3JC0

NICKEL 28 ANNOUNCES RESULTS OF ANNUAL MEETING

TORONTO, ONTARIO, August 16, 2022 —Nickel 28 Capital Corp. (“Nickel 28” or the “Company”)

(TSXV: NKL) (FSE: 3JC0) is pleased to announce today the voting results for the election of its board of

directors, which took place at the Company’s Annual General and Special Meeting held on August 15, 2022

in Toronto, Ontario, Canada. The number of directors was set at four and all of the nominees listed in the

management proxy circular dated July 15, 2022 (the “Circular”) were elected as directors of Nickel 28 at

the meeting. Detailed results of the votes are set out below:

Election of Directors Outcome of the Vote

Votes for

(#)

Votes for

(%)

Votes

withheld (#)

Votes

withheld

(%)

Justin Cochrane Elected 25,853,139 91.009% 2,554,045 8.991%

Anthony Milewski Elected 28,198,559 99.266% 208,625 0.734%

Maurice Swan Elected 27,018,411 95.111% 1,388,773 4.889%

Philip Williams Elected 27,387,109 96.409% 1,020,075 3.591%

At the Annual General and Special Meeting, the shareholders of the Company also approved: (i) the re-

appointment of Baker Tilly WM LLP as auditor and authorized the directors to fix their remuneration; and

(ii) on a disinterested basis, authorized the omnibus long-term incentive plan of the Company, all as more

particularly described in the Circular. The voting results on each resolution are set out below:

Set Number of Directors at 4

Outcome of the Vote

Votes for Votes against

Carried 27,364,969 1,042,215

96.331% 3.669%

Appointment of Auditor

Outcome of the Vote

Votes for Votes withheld

Carried 34,777,474 14,845

99.957% 0.043%

Approval of Omnibus Long-Term Incentive Plan

Outcome of the Vote *

Votes for Votes against

Carried 10,486,356 2,666,234

79.728% 20.272%

* Excluding an aggregate of 15,254,594 common shares voted at the Meeting that are beneficially owned by insiders of the

Company in accordance with the rules of the TSX Venture Exchange. Giving effect to the votes attached to such shares, the number

of votes for the resolution totaled 25,740,950 (90.614%) in favour of the motion.

Omnibus Long-Term Incentive Plan Amendments

In connection with the Meeting, the Company is also adopting certain clarifying amendments to the

Company’s omnibus long-term i ncentive plan (the “LTIP”) approved by the board of directors in

accordance with the terms of the LTIP and the authorizing resolution of shareholders approved at the

Meeting. Specifically, the Company has amended the LTIP to: clarify that the extension of the expiration

of any awards that would otherwise expire or settle during a blackout period is for a maximum of 10 days

following the lifting of the blackout; update the provisions in the LTIP in respect of cashless exercise and

net exercise of stock options to incorporate certain updates to the rules of the TSX Venture Exchange

(“TSXV”) in respect of such provisions (which specific amendments shall be subject to approval by

shareholders at the Company's next annual general meeting); clarify that no awards issued under the LTIP

may vest before one year from date of issuance or grant, subject to exceptions in the case of death or a

change or control of the Company (or similar transaction); incorporate mechanics for the cash payout of

dividend share units in certain circumstances; clarify that shareholder approval would be required for any

amendment of the LTIP that would amend any provisions related to termination, the extension of the term

of any insider options or the addition of new categories of participants under the LTIP; and make

consequential changes to certain defined terms to reflect the foregoing.

A copy of the amended LTIP will be made available on the Company’s profile on SEDAR at

www.sedar.com and on the Company’s website at www.nickel28.com.

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 13 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. 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.

Investor Contact:

Nickel 28 Investor Relations

Tel: +1 289 314 4766

Email: [email protected]