Pelham Investment Partners LP Comments on Election of Directors at the Annual General Meeting of Nickel 28 Capital Corp.
- Majority of Votes Withheld from All Incumbent Nickel 28 Directors
- Board Has Lost Mandate of Shareholders to Lead the Company
- Reconstitution of the Board with Truly Independent Directors Representative of Shareholders is the Only Honorable and Appropriate Course of Action
NEW YORK, June 13, 2023 /CNW/ - Pelham Investment Partners LP ("Pelham", "we", "our" and similar pronouns), a New York-based investment fund and the single largest shareholder of Nickel 28 Capital Corp. (formerly Conic Metals Corp.) (TSXV: NKL) (FSE: 3JC0) ("Nickel 28" or the "Company") comments on the recent announcement by the Company regarding the voting results of its annual general meeting of shareholders of Nickel 28, held yesterday, June 12, 2023 (the "AGM" or the "Meeting").
As disclosed by the Company, every management-nominated board candidate received substantially more withhold votes than votes in favour of their election, losing by an average margin of 41.6% votes in favour, to 58.4% votes withheld. Notably, the average margin of 41.6% of votes cast in favor of the management nominees includes the roughly 19.2 million shares (30.1% of the total voted) owned by insiders. Excluding these shares from the vote totals, a staggering 83.6% of all votes cast called for the replacement of the Company's board of directors (the "Board").
Ned Collery, as Pelham's representative, attended the AGM in person, together with his advisors. While management and the Chair of the Meeting refused to disclose how much the Company spent resisting shareholders' demands for change, the facts remain that it was a large amount; that it represented a waste of corporate resources; and that it had little effect. The result of the vote was overwhelming, and the conclusion is clear – shareholders have lost confidence in the Board and no longer want them managing the Company's affairs.
Certainly, by the time Pelham submitted its director nominees to the Company, it should have been clear to the Board that the Company's shareholders wanted substantial change. Rather than implement this change, the Board resorted to technical arguments and the expenditure of Company funds to entrench itself; it bears noting that some of the Board's defensive actions had the effect of rendering the Meeting uncontested. Directors have a legal and moral obligation to act in the best interests of a company and its owners. That Nickel 28's directors have failed to meet this obligation is manifestly clear.
The Board's stubborn refusal to implement the change so clearly demanded by the Company's owners can, in Pelham's view, only be explained by an unwillingness to forego the ludicrously excessive compensation and other benefits that Board members have lavished on themselves.
In its latest news release, the Company states that the Board "is considering the application of the Company's majority voting policy with respect to the [Meeting]". By this, the Company means that it is considering whether or not to honor shareholders' clearly expressed will and the principle that a company's owners are entitled to have its affairs managed as they see fit. At the Company's most recent Meeting, Nickel 28's Board could have exercised their discretion as fiduciaries and afforded shareholders a free and fair opportunity to express their wishes. Instead, the Board relied upon a technicality to deny shareholders their voice and force an uncontested election of directors.
Given the circumstances, that the Board even needs to "consider" the appropriateness of resigning is yet another sign that it cannot be trusted to lead Nickel 28. Shareholder democracy is a cornerstone of effective and productive capital markets and, as such, we call on the Board of Nickel 28 to heed the clear wishes of its owners. This farce has gone on long enough – it is time to accept reality. As the Board no longer has any mandate to lead the Company, it is incumbent on each individual member to resign and begin the process of reconstituting the board with input from, representation among, and the approval of the Company's shareholders.
Pelham Investment Partners LP is private investment firm located in New York, managed and founded by Edward (Ned) Collery in 2021. We are long-term and value-oriented investors. Pelham, the single largest shareholder of the Company, has held an investment in Nickel 28 since the firm's founding in 2021.
Pelham Investment Partners LP
709 Main Street, 3rd Floor
New Rochelle, New York
10801, USA.
Ned Collery: +1-212-813-3414
Questions may be directed to Laurel Hill Advisory Group at 1-877-452-7184 (416-304-0211 outside North America) or by email at [email protected].
Information disclosed in this news release may contain forward-looking information. All statements and information, other than statements of historical fact, included in this news release contain forward-looking information. Statements containing forward-looking information can be identified by the use of forward looking words such as "will", "expect", "intend", "plan", "estimate", "anticipate", "believe" or "continue" or similar words and expressions or negative variations thereof. Statements containing forward looking information in this news release include statements regarding activities, events or developments that Pelham expects or anticipates may occur in the future. Although Pelham believes that the expectations reflected in statements containing forward-looking information made by Pelham in this news release to be reasonable, such statements involve risks and uncertainties, and undue reliance should not be placed on such statements. Material factors or assumptions that were applied in formulating the forward-looking information contained herein include the assumption that the business and economic conditions affecting the Company's operations will continue substantially in the current state, including without limitation with respect to industry conditions, general levels of economic activity, continuity and availability of personnel, local and international laws and regulations, foreign currency exchange rates and interest rates, inflation, taxes that there will be no unplanned material changes to the Company's operations, and that the Company's public disclosure record is accurate in all material respects and is not misleading (including by omission). Pelham cautions that the foregoing list of material facts and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Pelham and there is no assurance that they will prove to be correct. Accordingly, there can be no assurance that the plans, intentions or expectations upon which statements containing forward-looking information are based will occur or, even if they do occur, will result in the plans, results or performance expected. We caution readers of this news release not to place undue reliance on forward-looking information contained in this news release, which are not a guarantee of performance, events or results and are subject to a number of risks, uncertainties and other factors that could cause actual results, performance or events to differ materially from those expressed or implied by such forward-looking information. These factors include, among other things, actions taken by the Company following the conclusion of the Meeting, the content of subsequent public disclosures by the Company, general economic conditions, legislative or regulatory changes, changes in capital or securities markets, and those risks and uncertainties detailed in the continuous disclosure and other filings of Nickel 28 with applicable Canadian securities regulators. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed or implied in any of Pelham's forward-looking information. Other unknown and unpredictable factors could also impact outcomes. Statements containing forward-looking information in this news release are based on Pelham's beliefs and opinions at the time the statements are made, and there should be no expectation that such forward-looking information will be updated or supplemented as a result of new information, estimates or opinions, future events or results or otherwise, and Pelham disclaims any obligation to do so, except as required by applicable law.
SOURCE Pelham Investment Partners LP
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