NEW YORK, April 3, 2023 /CNW/ – Pelham Investment Partners LP (“Pelham LP“, “we“, “us” and similar pronouns) acknowledges the latest news release issued on March 29, 2023 by Nickel 28 Capital Corp. (formerly Conic Metals Corp.) (TSXV: NKL) (“Nickel 28” or the “Company“) in response to Pelham LP’s offer to acquire up to 10,000,000 common shares in the capital of the Company, at a price of $1.20 per common share, payable in cash (the “Tender Offer“). Shareholders who have questions with respect to the Tender Offer should contact Laurel Hill Advisory Group at 1-877-452-7184 or by email at [email protected]. The Tender Offer materials are available at www.nickel28offer.com.

The Company’s latest news release is inaccurate and misleading, and Pelham LP points out that, at no point does the board of directors of the Company (the “Board” or “Management“) even acknowledge the legitimate concerns (about a lack of independent oversight and the history of excessive executive compensation at the Company) detailed in our prior press release dated March 21st, 2023. Furthermore, Pelham LP suggests shareholders consider the following:

• The Board claims that Nickel 28’s interest in Ramu has a net present value of almost $4.00 per share, while its royalty portfolio has a net present value of almost $2.00 per share. Pelham LP believes that these values are likely to be significantly inflated in service of management’s agenda of entrenchment. Most importantly, these “net present value” figures presumably exclude dilution from management’s prospective annual stock grants (more than 5% of the Company’s issued and outstanding shares in 2022 alone) and other compensation, an exclusion which makes these estimates both misleading and meaningless for so long as current compensation policies are maintained. It is astonishing that management would even make such statements about the value of the Company (and, by implication, its shares) without adequate disclosure of assumptions, risk factors and other analysis to support such an outlandish claim.
• Accepting the Board’s assertion, in 2022 alone:
• Messrs. Cochrane and Milewski were each lavished with almost $9.6 million worth of stock in equity-based compensation. Assuming their 2022 cash remuneration is unchanged from the prior year, they would stand to receive, in aggregate, compensation packages worth almost $21.9 million – compensation that Pelham LP believes is excluded from Management’s assessment of the Company’s fair value.
• Directors Swan and Williams granted themselves almost $1.2 million worth of stock each and, assuming their 2022 cash remuneration is unchanged from the prior year, would stand to receive, in aggregate, almost $2.5 million worth of compensation to serve on a board of directors that held only two full board meetings in the most recent year for which data is available.
• Citing its collective 26.5% interest in the Company, Management again claims in its latest news release to be “fully aligned with the interests of minority shareholders”. In fact, rather than evidencing a concern for minority shareholders, the manner by which Management acquired its enormous ownership stake suggests a contemptuous disregard for the interests of such holders. Pelham LP reminds shareholders that it appears that less than one sixth of Management’s collective 26.5% stake in the Company represents open market purchases of shares at fair value – the vast majority of the balance relates to stock grants (for which Management paid nothing) and “change of control” payments from Nickel 28’s predecessor even as Management continued in their lucrative roles with Nickel 28; that is, the bulk of Management’s significant interest in the Company has come at the direct expense of minority shareholders. Management’s silence on this issue speaks volumes.
• The Company’s latest news release makes a number of claims about the Tender Offer being “highly abusive”, “coercive”, “misleading”, “prejudicial”, and a “scheme”. These descriptions are, in every case, false and unfair. Neither Pelham LP nor the terms of the Tender Offer coerce or force anyone to do anything. To be clear, the Tender Offer represents an opportunity for shareholders to access immediate liquidity at a premium, should they choose to do so. Pelham LP notes the contradiction between Management’s claim that its own recent share purchases, at prices below $1.00, should be viewed positively even as it describes Pelham’s offer to purchase shares for $1.20 as “predatory”, “undervalued” and “prejudicial to the interests of shareholders”. Pelham LP also notes that the recent purchases by Management were only made after they became aware of our interest in increasing our investment in the Company, which timing suggests an agenda of entrenchment rather than a desire to create alignment with shareholders.

Pelham LP remains ready to engage constructively with management to address the Company’s real and pressing governance problems. Shareholders would be better served were Management to accept this offer of engagement and abandon its attempts to mislead shareholders about Pelham LP’s motives and the terms of the Tender Offer.

Shareholders are reminded that the Tender Offer is open for acceptance until 5:00 p.m. (Eastern Time) on April 25, 2023.

Shareholders who have questions with respect to the Tender Offer should contact Laurel Hill Advisory Group, the Depositary and Information for the Tender Offer, at:

North America Toll Free: 1-877-452-7184
Calls Outside North America: 416-304-0211
Email: [email protected]

Tender Offer materials are available at www.nickel28offer.com.

Additional Information

Pelham LP is relying on the exemption under section 9.2(4) of National Instrument 51-102 – Continuous Disclosure Obligations to make this public broadcast solicitation. The following information is provided in accordance with corporate and securities laws applicable to public broadcast solicitations.

This solicitation is being made by Pelham LP, and not by or on behalf of management of Nickel 28. Laurel Hill Advisory Group will receive a fee of $87,500 for its services as Depositary and Information Agent under the Tender Offer plus ancillary payments and disbursements. Based upon publicly available information, Nickel 28’s registered office is located at 666 Burrard Street, Suite 2500, Vancouver, BC V6C 2X8, Canada and its head office is located at 155 University Ave., Suite 1240, Toronto, Ontario M5H 3B7, Canada. Pelham LP is soliciting proxies in reliance upon the public broadcast exemption to the solicitation requirements under applicable Canadian corporate and securities laws, conveyed by way of public broadcast, including press release, speech or publication, and by any other manner permitted under applicable Canadian securities laws. In addition, this solicitation may be made by mail, telephone, facsimile, email or other electronic means as well as by newspaper or other media advertising and in person by representatives of Pelham LP. All costs incurred for such solicitation will be borne by Pelham LP.

A registered shareholder who has given a proxy under the terms of the Letter of Transmittal may, prior to its common shares being taken up and paid for under the Tender Offer, revoke the proxy by instrument in writing, including a proxy bearing a later date. The instrument revoking the proxy must be deposited at the registered office of Nickel 28 at any time up to and including the last business day preceding the date of the meeting or an adjournment or postponement thereof, or with the Chair of the meeting on the day of the meeting, or in any other manner permitted by law, provided that, in each circumstance, a copy of such revocation has been delivered to Laurel Hill Advisory Group, as Depositary and Information Agent, at its principal office in Toronto, Ontario, Canada prior to the common shares relating to such proxy having been taken up and paid for under the Tender Offer. A non-registered shareholder may revoke a form of proxy or voting instruction form given to an intermediary at any time by written notice to the intermediary in accordance with the instructions given to the non-registered shareholder by its intermediary. Non-registered shareholders should contact their broker for assistance in ensuring that forms of proxies or voting instructions previously given to an intermediary are properly revoked. None of Pelham LP nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, in any transaction since the commencement of Nickel 28’s most recently completed financial year, or in any proposed transaction which has materially affected or will materially affect Nickel 28 or any of its subsidiaries. None of Pelham LP nor, to its knowledge, any of its associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter to be acted upon at any upcoming shareholders’ meeting, other than as set out herein.

Cautionary Statement Regarding Forward-Looking Information

Certain statements contained in this press release, including without limitation statements regarding taking up and paying for common shares deposited under the Tender Offer, Pelham LP’s assessment of the consequences of what it believes to be governance failings at the Company, as well as Pelham LP’s assessment of the Company’s future cash-flow prospects, contain “forward-looking information” and are prospective in nature. Statements containing forward-looking information are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties that could cause actual results to differ materially from the future outcomes expressed or implied by the statements containing forward-looking information. Often, but not always, statements containing forward-looking information can be identified by the use of forward-looking words such as “plans”, “expects”, “intends”, “anticipates”, or variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might”, or “will” be taken, occur or be achieved. Although Pelham LP believes that the expectations reflected in statements containing forward-looking information herein made by it (and not, for greater certainty, any forward-looking statements attributable to the Company) are 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 LP cautions that the foregoing list of material factors and assumptions is not exhaustive. Many of these assumptions are based on factors and events that are not within the control of Pelham LP and there is no assurance that they will prove correct. Important facts that could cause outcomes to differ materially from those expressed or implied by such forward-looking information include, among other things, actions taken by the Company in respect of the Tender Offer, the content of subsequent public disclosures by the Company, the failure to satisfy the conditions to the Tender Offer, general economic conditions, legislative or regulatory changes and changes in capital or securities markets. These are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of Pelham LP’s forward-looking information. Other unknown and unpredictable factors could also impact outcomes. Statements containing forward-looking information in this press release are based on Pelham LP’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 LP disclaims any obligation to do so, except as required by applicable law.

SOURCE Pelham Investment Partners LP