Nickel 28 Capital Announces That Pelham’s Director Nomination Notice Is Invalid

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[{"type":"text","content":"TORONTO / May 19, 2023 / Business Wire / Nickel 28 Capital Corp. (“Nickel 28” or the “Company”) (TSXV: NKL) (FSE: 3JC0) today announced that the notice (the “Notice”) submitted by Pelham Investment Partners LP (“Pelham”) purporting to nominate five candidates to stand for election to Nickel 28’s board of directors (the “Board”) at the Company’s upcoming annual general and special meeting (the “Meeting”) of shareholders scheduled for June 12, 2023 is invalid. Pelham has been advised that Nickel 28 independent director Maurice Swan, acting in his capacity as chairman of the Meeting (the “Chairman”), and after taking advice from his own independent legal counsel, has determined that the Notice did not comply with the advance notice provisions in Nickel 28’s articles (the “Advance Notice Provisions”) and, accordingly, the director nominations contained in the Notice would not be considered at the Meeting. The Chairman retained independent counsel to consider the validity of the Notice. During the course of that review, two apparent defects were identified: the Notice did not disclose proxies from other shareholders of Nickel 28 obtained by Pelham prior to May 4, 2023 pursuant to Pelham’s March 21, 2023 tender offer; and the Notice did not disclose that one of Pelham’s director nominees, Mr. Daniel Burns, was the subject of management cease trade orders while serving as a director of CubicFarm Systems Corp. The most recent of those management cease trade orders, made on April 3, 2023, was in effect for more than 30 consecutive days. Independent counsel for the Chairman provided Pelham with an opportunity to respond to the apparent defects. Pelham, in its response, effectively acknowledged the existence of the defects and that the Notice was not made in accordance with the Advance Notice Provisions. After considering Pelham’s response, and taking advice from independent counsel, the Chairman determined that the Notice did not comply with the Advance Notice Provisions and notified Pelham accordingly. Since Pelham has failed to deliver a proper notice in compliance with the Advance Notice Provisions, Pelham will not be entitled to nominate candidates for election to the Board at the Meeting. Any votes cast for the election of Pelham’s director nominee candidates will accordingly not be effective. The Chairman has advised Pelham that he ...

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