Nickel 28 Announces Results of Annual Meeting
TORONTO, ONTARIO, September , 2021 —Nickel 28 Capital Corp. (“Nickel 28” or the “Company”) (TSXV: NKL) (FSE: 3JC) is pleased to announce today the voting results for the election of its board of directors, which took place at the Company’s Annual General and Special Meeting held on September 16, 2021 in Toronto, Ontario, Canada. The number of directors was set at four and all of the nominees listed in the management proxy circular dated August 19, 2021 (the “Circular”) were elected as directors of Nickel 28 at the meeting. Detailed results of the votes are set out below:
|Election of Directors
|Outcome of the Vote
|Votes withheld (#)
|Votes withheld (%)
At the Annual General and Special Meeting, the shareholders of the Company also approved: (i) the re-appointment of Baker Tilly WM LLP as auditor and authorized the directors to fix their remuneration; and (ii) on a disinterested basis, authorized the omnibus long-term incentive plan of the Company, all as more particularly described in the Circular. The voting results on each resolution are set out below:
|Set Number of Directors at 4
|Outcome of the Vote
|Appointment of Auditor
|Outcome of the Vote
|Approval of Omnibus Long-Term Incentive Plan
|Outcome of the Vote *
* Excluding an aggregate of 2,740,040 common shares voted at the Meeting that are beneficially owned by insiders of the Company in accordance with the rules of the TSX Venture Exchange.
Omnibus Long-Term Incentive Plan Amendments
In connection with the Meeting, the Company also adopted certain clarifying amendments to the Company’s omnibus long-term incentive plan (the “LTIP”) approved by the board of directors in accordance with the terms of the LTIP and the authorizing resolution of shareholders approved at the Meeting. Specifically, the Company has amended the LTIP to clarify that: (a) any awards granted prior to becoming an insider of the Company are included in the calculation of the insider limitations under the rules of the TSX Venture Exchange (“TSXV”) contained in the LTIP; (b) the extension of the expiration of any awards that would otherwise expire or settle during a blackout period is for a maximum of 10 days following the lifting of the blackout; (c) in the event of a participant ceasing to be eligible under the LTIP due to resignation, the maximum allowable extension of expiration of any award by the board of directors is one (1) year; (d) awards under the LTIP are both non-assignable and non-transferable other than in case of death (and that the LTIP cannot be amended in this regard while the Company is listed on the TSXV); and (e) any amendment to add or amend provisions relating to the granting of cash-settled awards, provision of financial assistance or clawbacks and any amendment to a cash-settled award, financial assistance or clawbacks provisions would require shareholder approval.
A copy of the amended LTIP will be made available on the Company’s profile on SEDAR at www.sedar.com and on the Company’s website at www.nickel28.com.
About Nickel 28
Nickel 28 Capital Corp. is a nickel-cobalt producer through its 8.56% joint-venture interest in the producing, long-life and world-class Ramu Nickel-Cobalt Operation located in Papua New Guinea. Ramu provides Nickel 28 with significant attributable nickel and cobalt production thereby offering our shareholders direct exposure to two metals which are critical to the adoption of electric vehicles. In addition, Nickel 28 manages a portfolio of 13 nickel and cobalt royalties on development and exploration projects in Canada, Australia and Papua New Guinea.
Cautionary Note Regarding Forward-Looking Statements
This news release contains certain information which constitutes ‘forward-looking statements’ and ‘forward-looking information’ within the meaning of applicable Canadian securities laws. Any statements that are contained in this news release that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking statements are often identified by terms such as “may”, “should”, “anticipate”, “expect”, “potential”, “believe”, “intend” or the negative of these terms and similar expressions. Forward-looking statements in this news release include, but are not limited to: statements and figures with respect to the operational and financial results; statements with respect to the prospects of nickel and cobalt in the global electrification of vehicles; statements related to the repayment of the Company’s Ramu operating debt; statements related to the production impacts of the Covid-19 pandemic; and statements with respect to the business and assets of the Company and its strategy going forward. Readers are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements involve known and unknown risks and uncertainties, most of which are beyond the Company’s control. Should one or more of the risks or uncertainties underlying these forward-looking statements materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results, performance or achievements could vary materially from those expressed or implied by the forward-looking statements.
The forward-looking statements contained herein are made as of the date of this release and, other than as required by applicable securities laws, the Company does not assume any obligation to update or revise them to reflect new events or circumstances. The forward-looking statements contained in this release are expressly qualified by this cautionary statement.
Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release. No securities regulatory authority has either approved or disapproved of the contents of this news release.
Nickel 28 Investor Relations