ISS Rejects Pelham’s Demand for Wholesale Change at Nickel 28 - Seite 2

Pelham’s claims of underperformance are unfounded:

“Based on the information provided by both the company and the dissident, it is challenging to argue the company has experienced enduring underperformance during the tenure of the incumbent board and management….”

Pelham’s call to cancel all stock-based compensation wasn’t practical or on market:

“Although the dissident plan also calls for a complete halt to stock-based compensation, committing to such an action could itself prove problematic given the prevalence of equity in most public company compensation programs.”

*Permission to use quotations from the ISS report was neither sought nor obtained.

ISS is an independent proxy advisory firm whose clients include many of the world’s leading institutional investors, and who rely on ISS’ objective and impartial analysis to make important voting decisions.

Your aligned and shareholder focused Board urges its fellow shareholders to vote the BLUE Proxy or BLUE VIF FOR Nickel 28’s five director nominees to continue Nickel 28’s proven strategy for value creation and strong momentum. Nickel 28 encourages you to vote well before the proxy voting deadline on June 8, 2023 at 10:00 a.m. (Toronto time).

In addition, shareholders are reminded that the chairman of the Meeting (the “Chairman”), advised by independent counsel, previously determined that Pelham failed to deliver a proper notice (the “Notice”) in compliance with the Company’s advance notice provisions under its articles. As previously disclosed, the Chairman’s independent legal counsel has commenced a proceeding in the Supreme Court of British Columbia seeking a declaration confirming the decisions made by him in respect of the Notice and the Meeting. Pelham commenced a petition in response seeking, among other things, that its director nominees be tabled at the Meeting and voted upon by shareholders and is purporting to solicit votes for its nominees in contravention of the Chairman’s determination that the director nominations contained in the Notice will not be considered for election to the Board at the Meeting. The Court hearing in respect of the proceedings was held on May 31, 2023 and the decision was taken under reserve. The Company anticipates a decision will be rendered by the Court in respect of the proceedings in advance of the Meeting.