NICKEL 28 REJECTS PELHAM’S LATEST ZERO PREMIUM TAKE-OVER ATTEMPT Pelham’ s purported “settlement offer” would leave Nickel 28 without vital expertise or a credible plan to drive shareholder value Nickel 28’s Board and management team has positioned the Company to become a leading cash
NEWS RELEASE TSX VENTURE: NKL
FSE: 3JC0
NICKEL 28 REJECTS PELHAM’S LATEST ZERO PREMIUM
TAKE-OVER ATTEMPT
Pelham’ s purported “settlement offer” would leave Nickel 28 without vital expertise or a
credible plan to drive shareholder value
Nickel 28’s Board and management team has positioned the Company to become a leading cash
generating battery metals investment vehicle
TORONTO, ONTARIO, May 9, 2023 – Nickel 28 Capital Corp. (“Nickel 28” or the “Company”)
(TSXV: NKL) (FSE: 3JC0) announced that it will continue to stand up for the rights of all Nickel
28 shareholders in the face of Pelham Investment Partners LP ’s (“Pelham”) repeated public and
private attempts to gain control of the Company.
Pelham’s latest attempt to take control of Nickel 28 without paying all shareholders an appropriate
premium for their shares, took the shape of a purported “with prejudice” settlement offer dated
May 7, 2023 (the “Settlement Offer”). The Settlement Offer demanded, among other things, the
resignations of three of Nickel 28’s directors, the appointment of Pelham’s Managing Member ,
Edward (Ned) Collery, and two other Pelham nominees, the return or the cancellation of previously
granted share-based compensation, and the reimbursement of an uncapped amount of Pelham’s
“expenses”. Despite owning approximately 14% of Nickel 28’s shares, Pelham is seeking to
appoint two-thirds of the board of directors of the Company (the “Board”). This follows on the
heels of Pelham’s plan to replace the entire Board less than one week ago.
The Board unequivocally rejects Pelham’s Settlement Offer and is sharing these details publicly
to ensure that all shareholders have transparency into Pelham’s self -serving agenda. The Board
believes that it would be highly irresponsible and potentially value destructive to hand control of
Nickel 28 to Pelham, an unknown hedge fund, with little discernable track record or experience, a
history of failed activism and no credible articulated plan.
The management of Nickel 28’s Ramu joint venture interest and royalty portfolio requires
significant experience in mining, operations, commodity trading and sales, geology and mergers
and acquisitions, as well as experience managing local relationships. Nothing in Pelham’s
disclosures suggests that it or its nominees can replace the expert stewardship of Nickel’s Board
and management team.
The Settlement Offer is the latest in a series of attempts by Pelham to create a false narrative of
constructive engagement, gain control of Nickel 28 without paying shareholders an appropriate
premium, including Pelham’s coercive, unsolicited mini -tender and its nomination of five
individuals for election as directors at the Company’s upcoming annual general and special
meeting (the “Meeting”) of shareholders scheduled for June 12, 2023.
Nickel 28 ’s Highly Aligned Board and Management Team is Driving Value for All
Shareholders
The Board and management team of Nickel 28, have acted deliberately and intentionally in
accordance with Nickel 28’s long-term strategic plan to develop and position the Company to
become a leading battery metals investment vehicle that has:
• Significant exposure to nickel, a metal with increasing relevance to electric vehicles and energy
storage;
• An interest in a low cost open -pit nickel-cobalt mine located in Papua New Guinea that is
generating substantial free cash flow;
• Significant cash flow leverage to nickel and copper prices;
• Upside in a portfolio of royalties in highly attractive nickel-copper projects; and
• Strong and effective leadership driving a plan that is creating value for all shareholders.
The Board and management team are significant shareholders of the Company and are highly
aligned with all shareholders. They will continue to work tirelessly to drive shareholder value and
protect shareholders against coercive and opportunistic attempts to seize that value by groups like
Pelham.
Shareholders are not required to take any action at this time and are encouraged to contact the
Company if they have questions about their investment in Nickel 28.
Advisors
Kingsdale Advisors is acting as strategic shareholder advisor to Nickel 28. 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. 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 Papu a 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. Fo rward-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 ar e not limited to: statements with respect to the Meeting, Nickel 28’s relevance to
electric vehicles and energy storage, anticipated free cash flow and related leverage to nickel and
copper prices, anticipated repayment of outstanding indebtedness, including the timing 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 contro l. 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 obligatio n 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:
Justin Cochrane, President
Tel: + 1 289 314 4766
Email: [email protected]
Media:
Riyaz Lalani & Dan Gagnier
Tel: +1 416 305 1459
Email: [email protected]