TORONTO--(BUSINESS WIRE)--Nickel 28 Capital Corp. (“Nickel 28” or the “Company”) (TSXV: NKL) (FSE: 3JC0) 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 August 15, 2022 in Toronto, Ontario, Canada. The number of directors was set at four and all of the nominees listed in the management proxy circular dated July 15, 2022 (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 for (#) |
Votes for (%) |
Votes withheld (#) |
Votes withheld (%) |
Justin Cochrane |
Elected |
25,853,139 |
91.009% |
2,554,045 |
8.991% |
Anthony Milewski |
Elected |
28,198,559 |
99.266% |
208,625 |
0.734% |
Maurice Swan |
Elected |
27,018,411 |
95.111% |
1,388,773 |
4.889% |
Philip Williams |
Elected |
27,387,109 |
96.409% |
1,020,075 |
3.591% |
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 |
|
|
|
Votes for |
Votes against |
Carried |
27,364,969 |
1,042,215 |
|
96.331% |
3.669% |
| Appointment of Auditor | ||
Outcome of the Vote |
|
|
|
Votes for |
Votes withheld |
Carried |
34,777,474 |
14,845 |
|
99.957% |
0.043% |
Approval of Omnibus Long-Term Incentive Plan |
||
Outcome of the Vote * |
|
|
|
Votes for |
Votes against |
Carried |
10,486,356 |
2,666,234 |
|
79.728% |
20.272% |
* Excluding an aggregate of 15,254,594 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. Giving effect to the votes attached to such shares, the number of votes for the resolution totaled 25,740,950 (90.614%) in favour of the motion.
Omnibus Long-Term Incentive Plan Amendments
In connection with the Meeting, the Company is also adopting 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 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; update the provisions in the LTIP in respect of cashless exercise and net exercise of stock options to incorporate certain updates to the rules of the TSX Venture Exchange (“TSXV”) in respect of such provisions (which specific amendments shall be subject to approval by shareholders at the Company's next annual general meeting); clarify that no awards issued under the LTIP may vest before one year from date of issuance or grant, subject to exceptions in the case of death or a change or control of the Company (or similar transaction); incorporate mechanics for the cash payout of dividend share units in certain circumstances; clarify that shareholder approval would be required for any amendment of the LTIP that would amend any provisions related to termination, the extension of the term of any insider options or the addition of new categories of participants under the LTIP; and make consequential changes to certain defined terms to reflect the foregoing.
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. 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.
