ISS Rejects Pelham’s Demand for Wholesale Change at Nickel 28

Nickel 28 Capital Corp. (“Nickel 28” or the “Company”) (TSXV: NKL) (FSE: 3JC0) announced that leading independent proxy advisor Institutional Shareholder Services Inc. (“ISS”) has recommended against the wholesale change of Nickel 28’s board of directors (the “Board”) as proposed by Pelham Investment Partners LP’s (“Pelham”) in connection with the annual general and special meeting (the “Meeting”) of shareholders scheduled for June 12, 2023 at 10:00 a.m. (Toronto time).

“In its report, ISS saw through Pelham’s distraction tactics to conclude that Pelham has no plan for Nickel 28 and failed to make a convincing case for wholesale Board change. ISS agreed that Pelham nominees, Edward (Ned) Collery, Daniel Burns, Marilyn Spink, and Ross B. Levin, would not be additive to our Board. We are also pleased ISS acknowledged that our Board and management team play a vital role in managing the Ramu project, and rejected Pelham’s plans to displace the entire Board,” said Anthony Milewski, Executive Chairman of Nickel 28.

“Nickel 28 is an actively managed business that relies heavily on its Board and management team’s contributions. The notion of displacing even one director, would be potentially value destructive for shareholders. Pelham has repeatedly advanced an agenda that would see it seize the transformational upside of Nickel 28 at the expense of other shareholders,” continued Mr. Milewski.

In recommending shareholders reject Pelham’s attempt at wholesale Board change, ISS* concluded in its report that:

Pelham failed to make a case for change and the wholesale Board change that Pelham has demanded could put shareholder returns at risk:

“The dissident has failed to make a compelling case that a change in board control is warranted… wholesale removal of the management slate could jeopardize the company's strong shareholder returns delivered since inception.”

The current Board and management team play a vital role in managing the Ramu project:

“Given the experience of the incumbent board and management with the Ramu JV, the Ramu JV Debt, and the company's TSR since inception, it would not seem appropriate at this time to fully replace key members of the board and management tasked with negotiation, relationship oversight, and management of these matters on this basis.”

Pelham’s plan doesn’t make sense and its nominees can’t match the experience of the Board:

“The dissident suggestion to reduce costs through the removal of multiple potentially key personnel based on claims of redundancy seems speculative without further concrete detail about their replacements and a business plan, and the dissident slate doesn't appear to show a greater amount of collective experience at stewardship of mineral assets than the incumbent board.”