Nickel 28 Capital Corp V.NKL

Nickel 28's Majority Voting Policy

[RodCSp]

I'm no lawyer, but it seems that the Policy leaves them some outs !

" In light of the fact that each of the directors received less than majority support at the meeting, the board of directors is considering the application of the company's majority voting policy with respect to the meeting, and a further update will be provided promptly following the board's determination. A copy of the policy is available on the company's website. "

Here is the policy :

Majority Voting Policy
The Company has adopted a majority voting policy which requires that any nominee for Director who
receives a greater number of votes withheld than for his or her election shall tender his or her
resignation to the chair of the Board following the meeting of Shareholders at which the Directors
were elected. This policy applies only to uncontested elections, meaning elections where the
number of nominees for Director is equal to the number of Directors being elected.

The Compensation and Corporate Governance Committee and the Board shall consider the resignation, and whether or not it should be accepted.

In doing so, the Compensation and Corporate Governance Committee may consider any stated reasons as to why Shareholders withheld votes from the
election of the relevant Director, continued compliance with applicable corporate and securities
laws, if the Director is a key member of an established, active special committee which has a defined
term or mandate and accepting the resignation of such Director would jeopardize the achievement of
the special committee's mandate, and any other factors that the members of the Compensation and
Corporate Governance Committee consider relevant.

The nominee shall not participate in any
committee or Board deliberations pertaining to the consideration of the resignation. Resignations
are expected to be promptly accepted except in situations where extraordinary circumstances warrant the applicable Director continuing to serve as a member of the Board.
The Board shall disclose its election decision, via press release, within 90 days of the applicable meeting at which Directors were elected. If a resignation is accepted, the Board may appoint a new Director to fill the
vacancy created by the resignation. If a Director nominee that is an employee of the Company receives a greater number of votes withheld than in favour during an uncontested election of Directors and is required to tender his or her resignation as Director pursuant to the majority voting policy, then to the extent that no events or circumstances have otherwise occurred that would be
grounds for termination for cause, such individual may opt to be deemed to have been terminated
from his or her employment without cause and be entitled to the rights and benefits arising under
the terms of his or her employment agreement or that may otherwise arise pursuant to applicable
laws.

[ICNick]

You are right. There is room to debate things left and right. Let's see what the board will decide.

[ICNick]

In your opinion, what will the board decide, and what should be Pelham's next move if any?

[microcaptt]

My 2 cents.  If the board of directors act ethically and uphold their duty they will either step down or call a special meeting to reconstitute the board with the input of Pelham and shareholders.  If they do the right thing here I can see them keeping some board seats.  Given this board has not acted ethically in the past it’s doubtful or 50/50 at best.  With that said they

[ICNick]

I totally agree with you that ethically speaking a sound negotiation would be the best approach.  howver and looking at how the have managed themselves so far, I doubt they will act rationally.