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ZEB Nickel Corp. — AGM Information 2021
Mar 18, 2021
47852_rns_2021-03-17_49d6cb87-c819-46a9-b659-4b0278249530.pdf
AGM Information
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BLUE RHINO CAPITAL CORP.
Suite 507, 837 West Hastings Street Vancouver, British Columbia, V6C 3N6
NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING
NOTICE IS HEREBY GIVEN that the Annual General and Special Meeting (the “ Meeting ”) of the shareholders of Blue Rhino Capital Corp. (the “ Company ”) will be held on April 7, 2021 at 10:00 a.m. (Vancouver time) at Suite 507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6 for the following purposes:
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To receive and consider the audited financial statements of the Company from the period from incorporation on February 6, 2019 to the financial year ended January 31, 2020, together with the auditor’s reports thereon;
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To appoint Smythe LLP, Chartered Professional Accountants, as the Company’s auditor for the ensuing year, at a remuneration to be fixed by the directors;
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To set the number of directors for the ensuing year at three (3), prior to completion of the acquisition of Zebediela Nickel Company (Pty) Ltd. (the “ Qualifying Transaction ”);
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To set the number of directors for the ensuing year at five (5), following completion of the Qualifying Transaction;
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To elect directors to hold office for the ensuing year and prior to completion of the Qualifying Transaction;
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To elect directors to hold office following completion of the Qualifying Transaction;
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To consider, and if deemed advisable, to pass, with or with variation, an ordinary resolution of disinterested shareholders approving the issuance of common shares of the Company to a director and officer of the Company in consideration for facilitating the negotiation and completion of the Qualifying Transaction;
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To consider, and if deemed advisable, to pass, with or with variation, an ordinary resolution of disinterested shareholders approving a reduction in the length of escrow applicable to certain common shares of the Company held by directors and officers of the Company;
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To consider, and if deemed advisable, to pass, with or with variation, an ordinary resolution of disinterested shareholders approving the removal of certain potential consequences related to the failure to complete a “qualifying transaction” within twenty-four months of listing of the common shares of the Company in accordance with the policies of the TSX Venture Exchange;
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To consider, and if deemed advisable, to pass, with or without variation, an ordinary resolution approving the incentive stock option plan of the Company (the “ Option Plan ”), substantially in the form set out in the accompanying Circular; and
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To transact such other business as may properly be transacted at the Meeting or at any adjournment thereof.
The specific details of the foregoing matters to be put before the Meeting, as well as further information with respect to voting by proxy, are set forth in the Information Circular.
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The Company is offering Shareholders the opportunity to participate in the Meeting by way of teleconference. Registered Shareholders, or proxyholders representing registered Shareholders, participating in the Meeting by way of teleconference will be considered present in person at the Meeting for the purposes of determining quorum. Shareholders wishing to participate by teleconference may do so by dialing the following conference line, and entering the conference ID set forth below:
Conference Line: 1-855-453-6958 Conference ID: 1414272
A shareholder who is unable to attend the Meeting in person and who wishes to ensure that such shareholder’s shares will be voted at the Meeting is requested to complete, date and sign the enclosed form of proxy and deliver it in accordance with the instructions set out in the form of proxy and in the information circular.
We strongly encourage Shareholders to attend the Meeting via teleconference and to vote their common shares prior to the Meeting by proxy, prior to the proxy cut-off at 10:00 a.m. on Thursday, April 1, 2021, as voting will not be available via telephone on the day of the Meeting.
As set out in the notes, the enclosed proxy is solicited by management, but, you may amend it, if you so desire, by striking out the names listed therein and inserting in the space provided, the name of the person you wish to represent you at the Meeting.
DATED at Vancouver, British Columbia, this 9[th] day of February, 2021.
By order of the Board of Directors.
BLUE RHINO CAPITAL CORP.
/signed/ “Anton Drescher” Anton Drescher Chief Executive Officer