ZEB Nickel Corp. - AGM Information 2021

BLUE RHINO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Dated: February 9, 2021

Meeting Details

Date: April 7, 2021 Time: 10:00 a.m. (Vancouver Time) Place: Suite 507, 837 West Hastings Street Vancouver, British Columbia, V6C 3N6

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:

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;
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;
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 ”);
To set the number of directors for the ensuing year at five (5), following completion of the Qualifying Transaction;
To elect directors to hold office for the ensuing year and prior to completion of the Qualifying Transaction;
To elect directors to hold office following completion of the Qualifying Transaction;
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;
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;
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;
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
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.

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

BLUE RHINO CAPITAL CORP.

Suite 507, 837 West Hastings Street Vancouver, British Columbia, V6C 3N6 Tel: 604-685-1017

MANAGEMENT INFORMATION CIRCULAR

(containing information as at February 9, 2021 unless otherwise stated)

For the Annual General and Special Meeting to be held at 10:00 a.m. (Vancouver time) on April 7, 2021

SOLICITATION OF PROXIES

This Information Circular (the “ Circular ”) is furnished in connection with the solicitation of proxies by management (the “ Management ”) of Blue Rhino Capital Corp. (the “ Company ”), for use at the Annual General and Special Meeting (the “ Meeting ”) of the shareholders (“ Shareholders ”) of the Company to be held on April 7, 2021, at the time and place and for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof.

The enclosed form of proxy (the “ Proxy ”) is solicited by Management. The solicitation will be primarily by mail; however, proxies may be solicited personally or by telephone by the regular officers and employees of the Company. The cost of solicitation will be borne by the Company.

Impact of COVID-19

This year to proactively deal with the unprecedented health impact of the novel coronavirus, also known as COVID-19, to mitigate risks to the health and safety of our communities, Shareholders, employees and other stakeholders, and in compliance with current government direction and advice, we will hold a hybrid Meeting, allowing for Shareholder participation in person and via teleconference. Shareholders will have the opportunity to participate at the Meeting via teleconference regardless of their geographic location by calling (toll-free) 1- 855-453-6958 and using conference ID 1414272.

The Company reserves the right to take any additional precautionary measures it deems appropriate in relation to the Meeting in response to further developments in respect of the COVID-19 outbreak, including changing the Meeting date, time, location and/or means of holding the Meeting. Such changes will be announced by way of news release. Shareholders are advised to monitor the Company’s SEDAR profile at www.sedar.com where copies of such news releases, if any, will be posted. The Company does not intend to prepare an amended Circular in the event of changes to the Meeting format.

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. (Pacific time) on Thursday, April 1, 2021, as voting will not be available via telephone on the day of the Meeting.

APPOINTMENT OF PROXYHOLDERS

The persons named in the Proxy are representatives of the Company.

A Shareholder entitled to vote at the Meeting has the right to appoint a person (who need not be a Shareholder) to attend and act on the Shareholder's behalf at the Meeting other than the persons named in the accompanying form of proxy. To exercise this right, a Shareholder shall strike out the names of the persons named in the accompanying form of proxy and insert the name of the Shareholder’s nominee in the blank space provided or complete another suitable form of proxy.

A proxy will not be valid unless it is duly completed, signed and deposited with the Company’s registrar and transfer agent, Odyssey Trust Company (“ Odyssey ”) by hand or mail at the United Kingdom Building, Suite 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2, or by fax within North America at 1-800517-4553 or via email to [email protected], not less than 48 hours (excluding Saturdays, Sundays and

holidays) before the time of the Meeting or any adjournment thereof. A proxy must be signed by the Shareholder or by his attorney in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer.

VOTING BY PROXYHOLDER

Manner of Voting

The common shares of the Company (the “ Common Shares ”) represented by the Proxy will be voted or withheld from voting in accordance with the instructions of the Shareholder on any ballot that may be called for and, if the Shareholder specifies a choice on the Proxy with respect to any matter to be acted upon, the Common Shares will be voted accordingly. On any poll, the persons named in the Proxy (the “ Proxyholders ”) will vote the Common Shares in respect of which they are appointed. Where directions are given by the Shareholder in respect of voting for or against any resolution, the Proxyholder will do so in accordance with such direction.

The Proxy, when properly signed, confers discretionary authority on the Proxyholder with respect to amendments or variations to the matters which may properly be brought before the Meeting. At the time of printing this Circular, Management is not aware that any such amendments, variations or other matters are to be presented for action at the Meeting. However, if any other matters which are not now known to Management should properly come before the Meeting, the proxies hereby solicited will be exercised on such matters in accordance with the best judgment of the Proxyholder.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, in favour of the motions proposed to be made at the Meeting as stated under the headings in this Circular.

Revocation of Proxy

A Shareholder who has given a Proxy may revoke it at any time before it is exercised. In addition to revocation in any other manner permitted by law, a Proxy may be revoked by instrument in writing executed by the Shareholder or by his or her attorney authorized in writing, or, if the Shareholder is a corporation, it must either be under its common seal or signed by a duly authorized officer and deposited with the Company’s registrar and transfer agent, Odyssey at Suite 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2, or by fax to 1-800-517-4553, or via email to [email protected] at any time up to and including the last business day preceding the day of the Meeting, or any adjournment of it, at which the Proxy is to be used, or to the Chair of the Meeting on the day of the Meeting or any adjournment of it. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

Voting Thresholds Required for Approval

In order to approve a motion proposed at the Meeting, a majority of not less than one-half of the votes cast will be required (an “ Ordinary Resolution ”) unless the motion requires a special resolution (a “ Special Resolution ”), in which case a majority of not less than two-thirds of the votes cast will be required. In the event a motion proposed at the Meeting requires disinterested Shareholder approval, common shares held by Shareholders of the Company who are also “insiders”, as such term is defined under applicable securities laws, will be excluded from the count of votes cast on such motion.

ADVICE TO REGISTERED SHAREHOLDERS

Shareholders whose names appear on the records of the Company as the registered holders of Common Shares in the capital of the Company (the “ Registered Shareholders ”) may choose to vote by proxy whether or not they are able to attend the Meeting in person.

Registered Holders who are unable to attend the Meeting in person are requested to complete, sign, date and return the enclosed form of proxy either in the addressed envelope enclosed to Odyssey, Attn: Proxy

Department, Suite 323, 409 Granville Street, Vancouver, British Columbia, V6C 1T2, or via fax to 1-800-5174553, or via email to [email protected]. Alternatively, Registered Shareholders may vote by using the Internet at odysseytrust.com/Transfer-Agent/Login. In each case, proxies must be received not later than 10:00 a.m. (Vancouver time) on April 1, 2021, or at least 48 hours (excluding Saturdays, Sundays, and holidays), before the time for holding the Meeting or any adjournment thereof.

Returning your proxy form

To be effective, we must receive your completed proxy form or voting instruction no later than 10:00 a.m. (Vancouver time) on April 1, 2021.

If the meeting is postponed or adjourned, we must receive your completed form of proxy by 5:00 p.m. (Vancouver time), two full business days before any adjourned or postponed meeting at which the proxy is to be used. Late proxies may be accepted or rejected by the Chairman of the Meeting at his discretion and he is under no obligation to accept or reject a late proxy. The Chairman of the Meeting may waive or extend the proxy cut-off without notice.

ADVICE TO BENEFICIAL SHAREHOLDERS

The information set forth in this section is of significant importance to many Shareholders as a substantial number of Shareholders do not hold shares in their own name .

Shareholders who do not hold their shares in their own name (the “ Beneficial Shareholders ”) should note that only proxies deposited by Registered Shareholders can be recognized and acted upon at the Meeting.

If shares are listed in an account statement provided to a Shareholder by an intermediary, such as a brokerage firm, then, in almost all cases, those shares will not be registered in the Shareholder’s name on the records of the Company. Such shares will more likely be registered under the name of the Shareholder’s intermediary or an agent of that intermediary, and consequently the Shareholder will be a Beneficial Shareholder. In Canada, the vast majority of such shares are registered under the name CDS & Co. (being the registration name for the Canadian Depositary for Securities, which acts as nominee for many Canadian brokerage firms). The shares held by intermediaries or their agents or nominees can only be voted (for or against resolutions) upon the instructions of the Beneficial Shareholder. Without specific instructions, an intermediary and its agents are prohibited from voting shares for the intermediary’s clients. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their shares are communicated to the appropriate person.

Applicable regulatory rules require intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of Shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to a Beneficial Shareholder by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the Beneficial Shareholder.

The majority of brokers now delegate responsibility for obtaining instructions from clients to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies a voting instruction form, mails those forms to Beneficial Shareholders and asks those Beneficial Shareholders to return the forms to Broadridge or follow specific telephone or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the Meeting. A Beneficial Shareholder receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure such shares are voted.

There are two kinds of Beneficial Shareholders, those who object to their name being made known to the issuers of securities which they own (“ OBOs ” for Objecting Beneficial Owners) and those who do not object to the issuers of the securities they own knowing who they are (“ NOBOs ” for Non-Objecting Beneficial Owners). The Company does not intend to pay for intermediaries to deliver these securityholder materials to OBOs and, as a result, OBOs will not be sent paper copies unless their intermediary assumes the costs.

Non-Objecting Beneficial Owners

Pursuant to National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”), issuers can obtain a list of their NOBOs from intermediaries for distribution of proxyrelated materials directly to NOBOs. This year, the Company will rely on those provisions of NI 54-101 that permit it to directly deliver proxy-related materials to its NOBOs. As a result, NOBOs can expect to receive a scannable voting instruction form (“ VIF ”) from the Company’s transfer agent, Odyssey. These VIFs are to be completed and returned to Odyssey in the envelope provided or by facsimile. In addition, Odyssey provides both telephone voting and internet voting as described on the VIF itself which contains complete instructions. Odyssey will tabulate the results of the VIFs received from NOBOs and will provide appropriate instructions at the Meeting with respect to the shares represented by the VIFs they receive.

If you are a Beneficial Shareholder and the Company or its agent has sent these proxy-related materials to you directly, please be advised that your name, address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding your securities on your behalf. By choosing to send these proxy-related materials to you directly, the Company (and not the intermediaries holding securities your behalf) has assumed responsibility for (i) delivering the proxy-related materials to you and (ii) executing your proper voting instructions as specified in the VIF.

Objecting Beneficial Owners

Beneficial Shareholders who are OBOs should follow the instructions of their intermediary carefully to ensure that their shares are voted at the Meeting.

Applicable regulatory rules require intermediaries to seek voting instructions from OBOs in advance of Shareholders' meetings. Every intermediary has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by OBOs in order to ensure that their shares are voted at the Meeting. The purpose of the form of proxy or voting instruction form provided to an OBO by its broker, agent or nominee is limited to instructing the registered holder of the shares on how to vote such shares on behalf of the OBO.

The form of proxy provided to OBOs by intermediaries will be similar to the Proxy provided to Registered Shareholders. However, its purpose is limited to instructing the intermediary on how to vote your shares on your behalf. The majority of intermediaries now delegate responsibility for obtaining instructions from OBOs to Broadridge Investor Communications (“ Broadridge ”). Broadridge typically supplies voting instruction forms, mails those forms to OBOs, and asks those OBOs to return the forms to Broadridge or follow specific telephonic or other voting procedures. Broadridge then tabulates the results of all instructions received by it and provides appropriate instructions respecting the voting of the shares to be represented at the meeting. An OBO receiving a voting instruction form from Broadridge cannot use that form to vote shares directly at the Meeting. Instead, the voting instruction form must be returned to Broadridge or the alternate voting procedures must be completed well in advance of the Meeting in order to ensure that such shares are voted.

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

Except as otherwise disclosed herein, none of the directors (“ Directors ”) or officers (“ Officers ”) of the Company, at any time since the beginning of the Company’s last financial year, nor any proposed nominee for election as a Director, or any associate or affiliate of the foregoing persons, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matters to be acted upon at the Meeting exclusive of the election of Directors or the appointment of auditors. Directors and Officers may

however be interested in the approval of the Option Plan as detailed in “ Approval of Option Plan ” below, as such persons are entitled to participate in the Option Plan.

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

A Shareholder of record at the close of business on February 9, 2021 (the “ Record Date ”) who either personally attends the Meeting or who has completed and delivered a proxy in the manner and subject to the provisions described above, shall be entitled to vote or to have such Shareholder's shares voted at the Meeting, or any postponement or adjournment thereof.

The Company's authorized capital consists of an unlimited number of Common Shares (the “ Common Shares ”) without par value. As at the Record Date, the Company has 5,400,000 Common Shares issued and outstanding, with each share carrying the right to one vote.

Principal Holders of Voting Securities

Except for Anton Drescher, who has control and direction over 1,100,000 Common Shares representing approximately 20.4% of the issued and outstanding Common Shares, to the best of the knowledge of the directors and executive officers of the Company, no persons or corporations beneficially own, directly or indirectly, or exercise control or direction over, Common Shares carrying more than 10% of the voting rights attached to all outstanding Common Shares of the Company.

EXECUTIVE COMPENSATION

For the purpose of this information circular:

“ CEO ” means an individual who acted as chief executive officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ CFO ” means an individual who acted as chief financial officer of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ Director ” means an individual who acted as a director of the Company, or acted in a similar capacity, for any part of the most recently completed financial year;

“ equity incentive plan ” means an incentive plan, or portion of an incentive plan, under which awards are granted and that falls within the scope of IFRS 2 Share-Based Payments ;

“ NEO ” or “ named executive officer ” means each of the following individuals:

(a) a CEO;
(b) a CFO;
(c) each of the three most highly compensated executive officers, or the three most highly compensated individuals acting in a similar capacity, other than the CEO and CFO, at the end of the most recently completed financial year whose total compensation was, individually, more than $150,000, as determined in accordance with subsection 1.3(6) of National Instrument 51-102 – Continuous Disclosure Obligations (“NI 51-102”), for that financial year; and
(d) each individual who would be a NEO under paragraph (c) but for the fact that the individual was neither an executive officer of the company, nor acting in a similar capacity, at the end of that financial year; and

“ option-based award ” means an award under an equity incentive plan of options, including, for greater certainty, share options, share appreciation rights, and similar instruments that have option-like features.

Statement of Executive Compensation

The following information regarding executive compensation is presented in accordance with National Instrument Form 51-102F6V – Statement of Executive Compensation , and sets forth compensation for each of the NEOs, named executive officers and directors of the Company.

Director and NEO Compensation, Excluding Compensation Securities

The following table sets out all compensation paid, payable, awarded, granted, given, or otherwise provided, directly or indirectly, by the Company to each NEO and director, in any capacity, from the period of incorporation on February 6, 2019 to the financial year ended January 31, 2020:

Name and position	Year (1)	Salary, consulting fee, retainer or commission ($)	Bonus ($)	Committee or meeting fees ($)	Value of perquisites	Value of all other compensation ($)	Total compensation ($)
Anton Drescher President, CEO and Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
David Cross CFO	2020	Nil	Nil	Nil	Nil	Nil	Nil
David Brett(2) Director	2020	Nil	Nil	Nil	Nil	Nil	Nil
Roland Perkins(3) former Director	2020	Nil	Nil	Nil	Nil	Nil	Nil

1. The period from incorporation on February 9, 2019 to the financial year ended January 31, 2020.

2. David Brett was appointed as a director of the Company on July 30, 2019.

3. Roland Perkins was appointed as a director of the Company on July 30, 2019 and resigned as a director on October 15, 2020.

Stock Options and Other Compensation Securities and Instruments

The Company did not grant any stock options to the NEOs or Directors of the Company from the period of incorporation on February 6, 2019 to the financial year ended January 31, 2020.

Exercise of Compensation Securities by Directors and NEOs

No NEO or Director of the Company exercised compensation securities from the period of incorporation on February 6, 2019 to the financial year ended January 31, 2020.

Stock Option Plans and Other Incentive Plans

The Company has adopted a stock option plan (the “ Option Plan ”) pursuant to which the Board may grant options (the “ Options ”) to purchase Common Shares of the Company to NEOs, directors and employees of the Company or affiliated corporations and to consultants retained by the Company (collectively “ Eligible Persons ”).

The purpose of the Option Plan is to attract, retain, and motivate NEOs, directors, employees and other service providers by providing them with the opportunity, through options, to acquire an interest in the Company and benefit from the Company’s growth. Under the Option Plan, the maximum number of Common Shares reserved for issuance, including Options currently outstanding, is equal to ten (10%) percent of the Shares outstanding from time to time (the “ 10% Maximum ”). The 10% Maximum is an “evergreen” provision, meaning that, following the exercise, termination, cancellation or expiration of any Options, a number of Common Shares

equivalent to the number of options so exercised, terminated, cancelled or expired would automatically become reserved and available for issuance in respect of future Option grants.

The number of Common Shares which may be the subject of Options on a yearly basis to any one person cannot exceed five (5%) percent of the number of issued and outstanding Shares at the time of the grant. Options may be granted to any employee, officer, director, consultant, affiliate or subsidiary of the Company exercisable at a price which is not less than the market price of common shares of the Company on the date of the grant. The directors of the Company may, by resolution, determine the time period during which any option may be exercised (the “ Exercise Period ”), provided that the Exercise Period does not contravene any rule or regulation of such exchange on which the Common Shares may be listed. All Options will terminate on the earliest to occur of (a) the expiry of their term; (b) the date of termination of an optionee’s employment, office or position as director, if terminated for just cause; (c) ninety (90) days (or such other period of time as permitted by any rule or regulation of such exchange on which the Common Shares may be listed) following the date of termination of an optionee’s position as a director or NEO, if terminated for any reason other than the optionee’s disability or death; (d) thirty (30) days following the date of termination of an optionee’s position as a consultant engaged in investor relations activities, if terminated for any reason other than the optionee’s disability, death, or just cause; and (e) the date of any sale, transfer or assignment of the Option.

Options are non-assignable and are subject to early termination in the event of the death of a participant or in the event a participant ceases to be a NEO, director, employee, consultant, affiliate, or subsidiary of the Company, as the case may be. Subject to the foregoing restrictions, and certain other restrictions set out in the Option Plan, the Board is authorized to provide for the granting of Options and the exercise and method of exercise of options granted under the Option Plan.

However, as long as the Company is classified as a Capital Pool Company (“ CPC ”), in accordance with the policies of the TSX Venture Exchange (the “ Exchange ”), the terms and conditions of the Plan will remain subject to the following specific restrictions:

(a) Options granted by the CPC may only entitle the Participant to acquire Shares of the CPC. Options may only be granted to a director or officer of the CPC, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in Policy 2.4 of the Exchange) or the Target Company (as defined in Policy 2.4 of the Exchange), as the case may be, is required to evaluate the proposed “qualifying transaction”, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The total number of Shares reserved for issuance pursuant to Options may not exceed 10% of the Shares outstanding as at the closing of the CPC’s initial public offering (the “ IPO ”).
(b) The number of Shares reserved for issuance pursuant to Options to any individual director or officer may not exceed 5% of the Shares outstanding as at the closing of the IPO. The number of Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Shares outstanding as at the closing of the IPO. Options granted by a CPC are subject to the percentage limitations set forth in Policy 4.4 of the Exchange.
(c) The CPC is prohibited from granting Options to any person providing Investor Relations Activities (as defined in the policies of the Exchange), promotional or market-making services.
(d) The exercise price per Share under any Option granted by a CPC cannot be less than the greater of the IPO Share (as defined in the policies of the Exchange) price and the Discounted Market Price (as defined in the policies of the Exchange).

There are presently 200,000 Options outstanding under the Option Plan, all of which are held directly and indirectly by NEOs or directors of the Company.

Employment, Consulting and Management Agreements

Management functions of the Company are not, to any substantial degree, performed other than by directors or NEOs of the Company. There are no agreements or arrangements that provide for compensation to NEOs or directors of the Company, or that provide for payments to a NEO or director at, following or in connection with any termination (whether voluntary, involuntary or constructive), resignation, retirement, severance, a change of control in the Company or a change in the NEO or director’s responsibilities.

Oversight and Description of Director and NEO Compensation

Compensation of NEOs

Compensation of NEOs is reviewed annually and determined by the Board. The level of compensation for NEOs is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources. In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for NEOs.

Elements of NEO Compensation

As discussed above, the Company provides an Option Plan to motivate NEOs by providing them with the opportunity, through Options, to acquire an interest in the Company and benefit from the Company’s growth. The Board does not employ a prescribed methodology when determining the grant or allocation of Options to NEOs. Other than the Option Plan, the Company does not offer any long-term incentive plans, share compensation plans, retirement plans, pension plans, or any other such benefit programs for NEOs.

Compensation of Directors

Compensation of directors of the Company is reviewed annually by the Board. The level of compensation for directors is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

In the Board’s view, there is, and has been, no need for the Company to design or implement a formal compensation program for directors. While the Board considers Option grants to directors under the Option Plan from time to time, the Board does not employ a prescribed methodology when determining the grant or allocation of Options. Other than the Option Plan, as discussed above, the Company does not offer any longterm incentive plans, share compensation plans or any other such benefit programs for directors.

Pension Plan Benefits

No pension, retirement or deferred compensation plans, including defined contribution plans, have been instituted by the Company and none are proposed at this time.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

The following table sets out information with respect to all compensation plans under which equity securities are authorized for issuance as of January 31, 2020:


Equity Compensation Plan Information
Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights	Weighted-average exercise price of outstanding options, warrants and rights	Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
	(a)	(b)	(c)
Equity compensation plans approved by securityholders	Nil	N/A	Nil
Equity compensation plans not approved by securityholders	Nil	N/A	200,000
Total	Nil	N/A	200,000

1. Represents the number of Common Shares available for issuance under the Option Plan, which reserves a number of Common Shares for issuance, pursuant to the exercise of Options.

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

As of the date hereof, other than indebtedness that has been entirely repaid on or before the date of this information circular or “routine indebtedness”, as that term is defined in Form 51-102F5 of National Instrument 51-102 – Continuous Disclosure Obligations , none of

a) the individuals who are, or at any time since the beginning of the last financial year of the Company were, a Director or Officer;
b) the proposed nominees for election as Directors; or
c) any associates of the foregoing persons,

is, or at any time since the beginning of the most recently completed financial year has been, indebted to the Company or any subsidiary of the Company (a “ Subsidiary ”), or is a person whose indebtedness to another entity is, or at any time since the beginning of the most recently completed financial year has been, the subject of a guarantee support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any Subsidiary.

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

For purposes of the following discussion, “Informed Person” means:

a) a Director or Officer;
b) a director or executive officer of a person or company that is itself an Informed Person or a Subsidiary;
c) any person or company who beneficially owns, directly or indirectly, voting securities of the Company or who exercises control or direction over voting securities of the Company or a combination of both carrying more than 10 percent of the voting rights attached to all outstanding voting securities of the

Company, other than the voting securities held by the person or company as underwriter in the course of a distribution; and

d) the Company itself if it has purchased, redeemed or otherwise acquired any of its securities, for so long as it holds any of its securities.

Except as disclosed below, elsewhere herein or in the notes to the Company's financial statements from the period of incorporation on February 6, 2019 to the financial year ended January 31, 2020, none of

a) the Informed Persons of the Company;
b) the proposed nominees for election as a Director; or
c) any associate or affiliate of the foregoing persons,

has any material interest, direct or indirect, in any transaction since the commencement of the Company's most recently completed financial year or in a proposed transaction which has materially affected or would materially affect the Company or any subsidiary of the Company.

APPOINTMENT OF AUDITOR

Smythe LLP, Chartered Professional Accountants (“ Smythe ”) is the Company’s auditor. Management is recommending the re-appointment of Smythe as Auditor for the Company, to hold office until the next annual general meeting of the shareholders at a remuneration to be fixed by the Board of Directors. Management recommends the appointment, and the persons named in the enclosed form of Proxy intend to vote in favour of such appointment.

MANAGEMENT CONTRACTS

Except as disclosed herein, the Company is not a party to a Management Contract whereby management functions are to any substantial degree performed other than by the directors or executive officers of the Company.

PARTICULARS OF MATTERS TO BE ACTED UPON

Qualifying Transaction

On March 2, 2021, the Company entered into a definitive share purchase agreement (the “ Definitive Agreement ”) with URU Metals Limited (the “ Vendor ”), a public company established under the laws of the British Virgin Islands and listed on the Alternative Investment Market (Aim) of the London Stock Exchange. Pursuant to the terms of the Definitive Agreement, the Company has agreed to acquire (the “ Qualifying Transaction ”) all of the outstanding share capital of Zebediela Nickel Company (Pty) Ltd. (“ ZEB Nickel ”) from the Vendor. If completed, the Qualifying Transaction would constitute a “Qualifying Transaction” for the Company in accordance with Policy 2.4 – Capital Pool Companies (“ Policy 2.4 ”) of the Exchange. For the purposes of this Circular, the term “ Resulting Issuer ” refers to the Company upon completion of the Qualifying Transaction.

Pursuant to the terms of the Transaction, it is contemplated that the Company will consolidate its common share capital on a 2.3-for-1 basis (the “ Consolidation ”), following which it will issue 41,000,000 postConsolidation common shares the Vendor in consideration for all of the outstanding share capital of ZEB Nickel. Upon successful completion of the Qualifying Transaction, it is anticipated that the Company will be listed as a Tier 2 Mining Issuer on the Exchange under the name “ZEB Nickel Corp.”

Complete details of the terms of the Qualifying Transaction are set out in the Definitive Agreement which is available for review under the Company’s profile on SEDAR at www.sedar.com. Please also refer to the press releases of the Company dated January 13, 2021 and March 2, 2021 for further information with respect to ZEB Nickel and the Qualifying Transaction.

Presentation of Financial Statements

The audited financial statements of the Company from the period of incorporation on February 9, 2019 to the financial year ended January 31, 2020 (the “ Financial Statements ”) and the auditor’s report thereon (the “ Auditor’s Report ”), will be presented to Shareholders at the Meeting. The Financial Statements, Auditor's Report, and management’s discussion and analysis (“ MD&A ”) are available under the Company’s profile on SEDAR at www.sedar.com. The Notice of Annual General and Special Meeting of Shareholders, Information Circular, request for Financial Statements (NI 51-102) and form of proxy will be available from Odyssey or from the office of the Company, at Suite 507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.

Appointment and Remuneration of Auditor

The Board proposes to re-appoint Smythe, as the auditor of the Company to hold office until the next annual general meeting of Shareholders. The resolution to approve the re-appointment of Smythe will also authorize the Board to fix its remuneration.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the appointment of Smythe as the Company’s independent auditor for the ensuing year, and FOR authorizing the Board to fix the auditor’s pay.

Fixing the Number of Directors

The Board of Directors presently consist of three (3) directors and Management proposes, and the persons named in the accompanying form of proxy intend to vote in favour of, fixing the number of Directors for the ensuing year at three (3) prior to completion of the Qualifying Transaction. Although Management is nominating three (3) individuals to stand for election, the names of further nominees for Directors may come from the floor at the Meeting.

It is a condition to completion of the Qualifying Transaction that the Board of Directors be reconstituted to consist of five (5) directors and Management proposes, and the persons named in the accompany proxy intend to vote in favour of, fixing the number of directors at five (5) following completion of the Qualifying Transaction.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR fixing the number of Directors at three (3) for the ensuing year and prior to completion of the Qualifying Transaction, and five (5) following completion of the Qualifying Transaction.

Election of Directors

The Company has nominated each of Anton Drescher, David Brett and Raphael Danon, each current Directors of the Company, for re-election (the “ Original Slate ”). It is a condition to completion of the Qualifying Transaction that the Board of Directors of the Company be reconstituted to consist of Wayne Isaacs, Thomas Panoulias, Anton Drescher, Gregory McKenzie and Jason Vieira (the “ Resulting Issuer Slate ”).

Each Director is elected annually and holds office until the next Annual General Meeting of Shareholders or until his successor is duly elected, unless his office is earlier vacated in accordance with the articles of the Company (the “ Articles ”).

Shareholders will be asked to pass the following Ordinary Resolution to re-elect the Original Slate, and to complete the appointment of the Resulting Issuer Slate in connection with completion of the Qualifying Transaction (the “ Board Reconstitution Resolution ”), substantially in the following form:

“ BE IT RESOLVED THAT:

1. the election of Anton Drescher, David Brett and Raphael Danon as directors of the Company to hold office until the earlier of (i) the next annual meeting of the shareholders, or until their successors are duly elected or appointed; and (ii) the date on which the Qualifying Transaction is completed, at which time the directors shall be removed as directors of the Company, is hereby approved; and

2. subject to, and conditional upon, completion of the Qualifying Transaction, the election of Wayne Isaacs, Thomas Panoulias, Anton Drescher, Gregory McKenzie and Jason Vieira as directors of the Company, to hold office until the next annual general meeting of the shareholders, or until their successors are duly elected or appointed, is hereby approved.”

Management does not contemplate that any of the nominees comprising either of the Original Slate, or the Resulting Issuer Slate, will be unable to serve as a Director. However, if that should occur for any reason prior to the Meeting, it is intended that the discretionary authority will be exercised by the Proxyholders to vote the Common Shares represented by each Proxy, properly executed, FOR the election of any other person or persons in place of any nominee or nominees unable to serve, unless authority to do so with respect to the nominee or nominees unable to serve is withheld.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Board Reconstitution Resolution.

Information Concerning Nominees for the Original Slate

The following table sets out the names of the persons proposed to be nominated for the Original Slate, the province or state and country in which they are ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which they have been a director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Each of the nominees for the Original Slate are currently Directors of the Company.

Name, Province and Country of ordinary residence(1), and positions held with the Company	Principal occupation and, IF NOT an elected Director, principal occupation during the past five years(1)	Date(s) serving as a Director(2)	No. of shares beneficially owned or controlled(1)
Anton Drescher(3) President and Director British Columbia, Canada	President and CEO of the Company; President of Harbour Pacific Capital Corp. and West Point Management Consultants Ltd. (private management companies).	February 6, 2019	1,100,000
David Brett(3) Director British Columbia, Canada	Founder and Chief Executive Officer of Griffins Boxing and Fitness Inc., Samcro Holdings Inc. and Samcro Licensing Inc.	July 30, 2019	300,000
Raphael Danon(3) Director Ontario, Canada	Managing Director, Finance for Clear Blue Markets; CFO for Jack Nathan Medical Corp.	October 15, 2020	Nil

1. The information as to the province and country of residence, principal occupation and shares beneficially owned or over which a Director exercises control or direction, not being within the knowledge of the Company, has been furnished by the respective Directors individually as February 9, 2021, being the Record Date.

2. Directors elected at the Meeting will hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed.

3. Member of the Audit Committee.

Information Concerning Nominees for the Resulting Issuer Slate

The following table sets out the names of the persons proposed to be nominated for the Resulting Issuer Slate, the province or state and country in which he is ordinarily resident, the positions and offices which each presently holds with the Company, the period of time for which he has been a director of the Company, the respective principal occupations or employment during the past five years if such nominee is not presently an elected Director and the number of shares of the Company which each beneficially owns, directly or indirectly, or over which control or direction is exercised as of the date of this Information Circular. Except for Anton Drescher, none of the nominees for the Resulting Issuer Slate are currently Directors of the Company.

Name, Province and Country of ordinary residence(1), and positions held with the Company	Principal occupation and, IF NOT an elected Director, principal occupation during the past five years(1)	Date(s) serving as a Director(2)	No. of shares beneficially owned or controlled(1)
Wayne Isaacs Chief Executive Officer, Corporate Secretary and Director Ontario, Canada	Corporate Executive; Director of AM Resources Corp.	Proposed	Nil
Thomas Panoulias Director Ontario, Canada	Vice-President of Corporate Development of Freeman Gold Corp.; Director of Bonavista Resources Corp.	Proposed	Nil
Anton Drescher(3) Director British Columbia, Canada	President and CEO of the Company; President of Harbour Pacific Capital Corp. and West Point Management Consultants Ltd. (private management companies).	February 6, 2019	1,100,000
Gregory McKenzie(3) Director Ontario, Canada	Investment Banker; Corporate Lawyer; President and Chief Executive Officer of Golden Tag Resources.	Proposed	Nil
Jason Vieira(3) Director Ontario, Canada	Corporate Lawyer, Vice- President, Corporate and Legal Affairs of Distinct Infrastructure Group Inc.	Proposed	Nil

2. Directors elected at the Meeting will hold office until the next annual general meeting of the Shareholders or until their successors are elected or appointed.

3. Member of the Audit Committee.

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

For purposes of the disclosure in this section, an “order” means a cease trade order, an order similar to a cease trade order, or an order that denied the relevant company access to any exemption under securities legislation, in each case that was in effect for a period of more than 30 consecutive days; and for purposes of item (a)(i) below, specifically includes a management cease trade order which applies to directors or executive officers of a relevant company that was in effect for a period of more than 30 consecutive days whether or not the proposed director was named in the order.

To be best of knowledge of the Company, none of the proposed nominees for the Original Slate and the Resulting Issuer Slate, including any personal holding company of a proposed director:

a) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that:
i. was subject to an order that was issued while the proposed director was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or
ii. was subject to an order that was issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred

while that person was acting in the capacity as a director, chief executive officer or chief financial officer of the company; or

b) is, as at the date of this Circular, or has been, within the 10 years before the date of this Circular, a director or executive officer of any company (including the Company) that, while that person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or was subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold its assets;
c) has, within the 10 years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the proposed director;
d) has been subject to any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority since December 31, 2000, or before December 31, 2000 if the disclosure of which would likely be important to a reasonable security holder in deciding whether to vote for a proposed director, or
e) has been subject to any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for a proposed director.

Finders Fee (Qualifying Transaction)

In connection with completion of the Qualifying Transaction, the Company anticipates issuing 250,000 postConsolidation common shares (the “ Finders Fee Shares ”) to Anton Drescher in consideration for facilitating the negotiation and completion of the Qualifying Transaction. Mr. Drescher is a director and officer of the Company, and the issuance of the Finders Fee Shares to him constitutes a related party transaction within the meaning of Policy 5.9 of the Exchange and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”).

In connection with the issuance of the Finders Fee Shares, the Company intends to rely upon the exemptions from the formal valuation and minority shareholder approval requirements of MI 61-101 set forth in Sections 5.5(a) and 5.7(1)(a) of MI 61-101 on the basis that the fair market value (as determined under MI 61-101) of the Finders Fee Shares does not exceed twenty-five percent of the market capitalization of the Company (as determined under MI 61-101). In accordance with Policy 2.4 of the Exchange, the Company is required to obtain disinterested shareholder approval for the issuance of the Finders Fee Shares. At the Meeting, disinterested Shareholders are being asked to pass an ordinary resolution approving the issuance of the Finders Fee Shares to Anton Drescher upon completion of the Qualifying Transaction. An “interested shareholder” for these purposes means Anton Drescher and his affiliates and associates, along with any Common Shares over which Mr. Drescher exercises control and direction. A total of 1,100,000 Common Shares controlled by Mr. Drescher will be excluded from voting on the issuance of the Finders Fee Shares.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the issuance of the Finders Fee Shares.

Escrow Amendment

In connection with the initial public offering of the common shares of the Company, and the listing of the Company on the Exchange, 2,000,000 common shares of the Company held by Anton Drescher, Rowland Perkins, David Brett and David Cross, each directors and officers of the Company at the time of listing, are subject to escrow in accordance with Policy 2.4 of the Exchange (the “ Existing Escrow ”). The Existing Escrow

provides for the release of shares from escrow over a thirty-six-month period commencing upon completion of a “qualifying transaction” by the Company.

In accordance with amendments to Policy 2.4 adopted by the Exchange, the Company is permitted to reduce the length of the Existing Escrow, provided that disinterested shareholder approval is received for the reduction. At the Meeting, disinterested Shareholders are being asked to pass an ordinary resolution approving a reduction in the length of the Existing Escrow to an eighteen-month period commencing upon completion of a “qualifying transaction”. An “interested shareholder” for these purposes means each of Anton Drescher, Rowland Perkins, David Brett and David Cross, and each of their respective affiliates and associates, along with any Common Shares over which any of them exercise control and direction. A total of 2,000,000 Common Shares controlled by Messrs. Drescher, Perkins, Brett and Cross will be excluded from voting on the reduction in the length of the Existing Escrow.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the reduction in the length of the Existing Escrow.

Amendment to Consequences Upon Transfer to NEX Board

Prior to completion of a “qualifying transaction”, and during such time as the Company remains a CPC, it is subject to Policy 2.4 of the Exchange. Policy 2.4 previously provided that in the event the Company failed to complete a “qualifying transaction” within twenty-four months of listing on the Exchange the Common Shares would be delisted except in the event the Company received approval of the Shareholders to transfer its listing to the NEX board of the Exchange. The transfer of the listing to the NEX board was subject to the Company cancelling all Common Shares held by non-arms length parties and issued at a price less than the initial public offering of the Company (the “ Seed Shares ”), or canceling a portion of Seed Shares such that the remaining Common Shares have an average cost equivalent or greater than the price of the initial public offering of the Company.

In accordance with amendments to Policy 2.4 adopted by the Exchange, the Company is no longer required to transfer its listing NEX or cancel the Seed Shares in the event it fails to complete a “qualifying transaction” within twenty-four months of listing, provided that disinterested shareholder approval is received for adoption of this amendment to Policy 2.4 (the “ Amendment ”). At the Meeting, disinterested Shareholders are being asked to pass an ordinary resolution approving the adoption of the Amendment. An “interested shareholder” for these purposes means each of Anton Drescher, Rowland Perkins, David Brett and David Cross, each of which are holders of Seed Shares, and each of their respective affiliates and associates, along with any Common Shares over which any of them exercise control and direction. A total of 2,000,000 Common Shares controlled by Messrs. Drescher, Perkins, Brett and Cross will be excluded from voting on the adoption of the Amendment.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the adoption of the Amendment.

Approval of Stock Option Plan

In accordance with the policies of the Exchange, a stock option plan must be approved on a yearly basis by the Shareholders of the Company.

At the Meeting, Shareholders are being asked to pass an ordinary resolution approving the stock option plan of the Company (the “ Option Plan ”). The Option Plan is a ten (10%) percent rolling stock option plan, and the text of the Option Plan is attached to this Circular as Schedule “C”. The following is a summary of certain provisions of the Option Plan and is subject to, and qualified in its entirety by, the full text of the Option Plan.

The maximum number of Common Shares that may be issued upon the exercise of Options granted under the Option Plan shall not exceed ten percent (10%) of the issued and outstanding Common Shares of the Company at the time of grant, the exercise price of which, as determined by the Board in its sole discretion, shall not be less than the closing price of the Common Shares traded through the

facilities of the Exchange prior to the announcement of the option grant, or, if the Common Shares are no longer listed for trading on the Exchange, then such other exchange or quotation system on which the shares are listed or quoted for trading.

The Board shall not grant Options to any one person in any twelve (12) month period which will, when exercised, exceed five percent (5%) of the issued and outstanding Common Shares or to any one consultant or to those persons employed by the Company who perform investor relations services which will, when exercised, exceed two percent (2%) of the issued and outstanding Common Shares.
Upon expiry of an Option, or in the event an option is otherwise terminated for any reason, the number of shares in respect of the expired or terminated option shall again be available for the purposes of the Option Plan. All Options granted under the Option Plan may not have an expiry date exceeding ten (10) years from the date on which the board of directors grant and announce the granting of the Option.
If the option holder ceases to be a director of the Company or ceases to be employed by the Company (other than by reason of death), or ceases to be a consultant of the Company as the case may be, then the Option granted shall expire on no later than the 90th day following the date that the option holder ceases to be a director, ceases to be employed by the Company or ceases to be a consultant of the Company, subject to the terms and conditions set out in the Option Plan.
Pursuant to the Option Plan, the minimum exercise price of the Common Shares shall be deemed at $0.05 per Common Share, subject to Exchange approval.

The Stock Option Plan Resolution

At the Meeting, Shareholders will be asked to pass the following Ordinary Resolution to approve the adoption of the Option Plan (the “ Stock Option Plan Resolution ”), substantially in the following form:

“ BE IT RESOLVED THAT:

1. the Option Plan, in substantially the form attached as Schedule “C” to this Circular, with such additions and deletions as may be approved by the directors of the Company or as may be required by any regulatory authority, is hereby adopted as the stock option plan of the Company effective immediately;

2. the directors of the Company be authorized to perform all such other acts and things as may be necessary or desirable to effect the adoption of the Option Plan; and that the directors of the Company be authorized to implement or abandon these resolutions in whole or in part, at any time and from time to time in their sole discretion, all without further approval, ratification or confirmation by shareholders.”

Management recommends that Shareholders approve the Stock Option Plan Resolution. If the Stock Option Plan Resolution is approved by Shareholders, the Directors will have the authority, in their sole discretion, to implement or revoke the Stock Option Plan Resolution and otherwise implement or abandon the Option Plan.

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Stock Option Plan Resolution.

OTHER MATTERS

As of the date of this Circular, management knows of no other matters to be acted upon at the Meeting. Should any other matters properly come before the Meeting, the shares represented by the proxy solicited hereby will be voted on such matters in accordance with the best judgment of the persons voting the shares represented by the proxy.

AUDIT COMMITTEE DISCLOSURE

The Charter of the Company’s audit committee and other information required to be disclosed by National Instrument 52-110 – Audit Committees (“ NI 52-110 ”) is attached to this Circular as Schedule “A”.

CORPORATE GOVERNANCE AND DIVERSITY DISCLOSURE

The information required to be disclosed by National Instrument 58-101 – Disclosure of Corporate Governance Practices is attached to this Circular as Schedule “B”.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Copies of the Company’s Financial Statements and MD&A may be obtained without charge upon request from the Company, at Suite 507, 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6.

DIRECTOR APPROVAL

The contents of this Circular and the sending thereof to the Shareholders have been approved by the Directors.

DATED at Vancouver, British Columbia, this 9th day of February, 2021.

BLUE RHINO CAPITAL CORP.

/signed/ “Anton Drescher”

_______ Anton Drescher Chief Executive Officer

SCHEDULE "A"

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

Item 1: The Audit Committee Charter

The Audit Committee (the “ Committee ”) is a committee of the board of directors (the “ Board ”) of the Company. The role of the Committee is to provide oversight of the Company's financial management and of the design and implementation of an effective system of internal financial controls as well as to review and report to the Board on the integrity of the financial statements of the Company, its subsidiaries and associated companies. This includes helping directors meet their responsibilities, facilitating better communication between directors and the external auditor, enhancing the independence of the external auditor, increasing the credibility and objectivity of financial reports and strengthening the role of the directors by facilitating in-depth discussions among directors, management and the external auditor. Management is responsible for establishing and maintaining those controls, procedures and processes and the Committee is appointed by the Board to review and monitor them. The Company's external auditor is ultimately accountable to the Board and the Committee as representatives of the Company's shareholders.

Duties and Responsibilities

External Auditor

(a) To recommend to the Board, for shareholder approval, an external auditor to examine the Company's accounts, controls and financial statements on the basis that the external auditor is accountable to the Board and the Committee as representatives of the shareholders of the Company.
(b) To oversee the work of the external auditor engaged for the purpose of preparing or issuing an auditor's report or performing other audit, review or attest services for the Company, including the resolution of disagreements between management and the external auditor regarding financial reporting.
(c) To evaluate the audit services provided by the external auditor, pre-approve all audit fees and recommend to the Board, if necessary, the replacement of the external auditor.
(d) To pre-approve any non-audit services to be provided to the Company by the external auditor and the fees for those services.
(e) To obtain and review, at least annually, a written report by the external auditor setting out the auditor's internal quality-control procedures, any material issues raised by the auditor's internal quality-control reviews and the steps taken to resolve those issues.
(f) To review and approve the Company’s hiring policies regarding partners, employees and former partners and employees of the present and former external auditor of the Company. The Committee has adopted the following guidelines regarding the hiring of any partner, employee, reviewing tax professional or other person providing audit assurance to the external auditor of the Company on any aspect of its certification of the Company's financial statements:
(i) No member of the audit team that is auditing a business of the Company can be hired into that business or into a position to which that business reports for a period of three years after the audit;
(ii) No former partner or employee of the external auditor may be made an officer of the Company or any of its subsidiaries for three years following the end of the individual's association with the external auditor;
(iii) The Chief Financial Officer (“ CFO ”) must approve all office hires from the external auditor; and

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(iv) The CFO must report annually to the Committee on any hires within these guidelines during the preceding year.
(g) To review, at least annually, the relationships between the Company and the external auditor in order to establish the independence of the external auditor.

Financial Information and Reporting

(a) To review the Company's annual audited financial statements with the Chief Executive Officer (“ CEO ”) and CFO and then the full Board. The Committee will review the interim financial statements with the CEO and CFO.
(b) To review and discuss with management and the external auditor, as appropriate:
(i) The annual audited financial statements and the interim financial statements, including the accompanying management discussion and analysis; and
(ii) Earnings guidance and other releases containing information taken from the Company's financial statements prior to their release.
(c) To review the quality and not just the acceptability of the Company's financial reporting and accounting standards and principles and any proposed material changes to them or their application.
(d) To review with the CFO any earnings guidance to be issued by the Company and any news release containing financial information taken from the Company's financial statements prior to the release of the financial statements to the public. In addition, the CFO must review with the Committee the substance of any presentations to analysts or rating agencies that contain a change in strategy or outlook.

Oversight

(a) To review the internal audit staff functions, including:
(i) The purpose, authority and organizational reporting lines;
(ii) The annual audit plan, budget and staffing; and
(iii) The appointment and compensation of the controller, if any.
(b) To review, with the CFO and others, as appropriate, the Company's internal system of audit controls and the results of internal audits.
(c) To review and monitor the Company's major financial risks and risk management policies and the steps taken by management to mitigate those risks.
(d) To meet at least annually with management (including the CFO), the internal audit staff, and the external auditor in separate executive sessions and review issues and matters of concern respecting audits and financial reporting.
(e) In connection with its review of the annual audited financial statements and interim financial statements, the Committee will also review the process for the CEO and CFO certifications (if required by law or regulation) with respect to the financial statements and the Company's disclosure and internal controls, including any material deficiencies or changes in those controls.

Membership

(a) The Committee shall consist solely of three or more members of the Board, the majority of which the Board has determined has no material relationship with the Company and is otherwise “unrelated” or “independent” as required under applicable securities rules or applicable stock exchange rules.

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(b) Any member may be removed from office or replaced at any time by the Board and shall cease to be a member upon ceasing to be a director. Each member of the Committee shall hold office until the close of the next annual meeting of shareholders of the Company or until the member ceases to be a director, resigns or is replaced, whichever first occurs.
(c) The members of the Committee shall be entitled to receive such remuneration for acting as members of the Committee as the Board may from time to time determine.
(d) All members of the Committee must be “financially literate” (i.e. have the ability to read and understand a set of financial statements such as a balance sheet, an income statement and a cash flow statement).

Procedures

(a) The Board shall appoint one of the directors elected to the Committee as the Chair of the Committee (the “ Chair ”). In the absence of the appointed Chair from any meeting of the Committee, the members shall elect a Chair from those in attendance to act as Chair of the meeting.
(b) The Chair will appoint a secretary (the “ Secretary ”) who will keep minutes of all meetings. The Secretary does not have to be a member of the Committee or a director and can be changed by simple notice from the Chair.
(c) No business may be transacted by the Committee except at a meeting of its members at which a quorum of the Committee is present or by resolution in writing signed by all the members of the Committee. A majority of the members of the Committee shall constitute a quorum, provided that if the number of members of the Committee is an even number, one-half of the number of members plus one shall constitute a quorum and provided that a majority of the members must be “independent” or “unrelated”.
(d) The Committee will meet as many times as is necessary to carry out its responsibilities. Any member of the Committee or the external auditor may call meetings.
(e) The time and place of the meetings of the Committee, the calling of meetings and the procedure in all respects of such meetings shall be determined by the Committee, unless otherwise provided for in the articles of the Company or otherwise determined by resolution of the Board.
(f) The Committee shall have the resources and authority necessary to discharge its duties and responsibilities, including the authority to select, retain, terminate, and approve the fees and other retention terms (including termination) of special counsel, advisors or other experts or consultants, as it deems appropriate.
(g) The Committee shall have access to any and all books and records of the Company necessary for the execution of the Committee's obligations and shall discuss with the CEO or the CFO such records and other matters considered appropriate.
(h) The Committee has the authority to communicate directly with the internal and external auditors.

Reports

The Committee shall produce the following reports and provide them to the Board:

(a) An annual performance evaluation of the Committee, which evaluation must compare the performance of the Committee with the requirements of this Charter. The performance evaluation should also recommend to the Board any improvements to this Charter deemed necessary or desirable by the Committee. The performance evaluation by the Committee shall be conducted in such manner as the Committee deems appropriate. The report to the Board

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may take the form of an oral report by the Chair or any other member of the Committee designated by the Committee to make this report.

(b) A summary of the actions taken at each Committee meeting, which shall be presented to the Board at the next Board meeting.

Item 2: Composition of the Audit Committee

National Instrument 52-110 Audit Committees, (“ NI 52-110 ”) provides that a member of an audit committee is “independent” if the member has no direct or indirect material relationship with the Company, which could, in the view of the Company's Board, reasonably interfere with the exercise of the member's independent judgment.

NI 52-110 provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company's financial statements. The following sets out the members of the audit committee and their education and experience that is relevant to the performance of his responsibilities as an audit committee member.

The current members of the Audit Committee are Anton Drescher, David Brett and Raphael Danon, two of whom are independent (Messrs. Brett and Danon) and all of whom are financially literate as defined by NI 52110. Following completion of the Qualifying Transaction, and assuming adoption of the Board Reconstitution Resolution, it is anticipated that the Audit Committee will be reconstituted to consist of Anton Drescher, Gregory McKenzie and Jason Vieira, each of who are independent and financially literate as defined by NI 52-110.

Item 3: Relevant Education and Experience

The Instrument provides that an individual is “financially literate” if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

All members of the Audit Committee are considered financially literate and have been involved in enterprises which publicly report financial results, each of which requires a working understanding of, and ability to analyze and assess, financial information (including financial statements).

Anton Drescher – Mr. Drescher is a Chartered Professional Accountant and Certified Management Account since 1981. He is also the President of Westpoint Management Consultants Limited, a private company engaged in tax and accounting consulting for business reorganizations since 1979 and President of Harbour Pacific Capital Corp., a private British Columbia company involved in regulatory filings for businesses in Canada since 1988. Mr. Drescher is currently involved with several public companies services as a director and Chief Financial Officer.

David Brett – Mr. Brett is a Graduate from the Science faculty at UBC, graduating in 2005 with honours. He is a founder and CEO of Griffins Boxing and Fitness Inc., Samcro Holdings Inc., and Samcro Licensing Inc., all private British Columbia companies. In addition, Mr. Brett sat on the board of directors for the Provincial Boxing Association (2016-2018). Mr. Brett has won many awards for his entrepreneurialism, including the highly coveted "Top Forty Under 40" (2018), the British Columbia Chamber of Commerce "Young Entrepreneur" Award (2006) and the North Vancouver Chamber of Commerce "Best Business Person" award (2008). Mr. Brett is a community leader, with a strong connection to mentorship with youth. His charities of choice are Big Brothers of Greater Vancouver and the local Breast Cancer dragon boat team Dragon Busters.

A-5

Raphael Danon – Mr. Danon is a director and CFO of Jack Nathan Medical Corp. He also serves as the Managing Director of Finance at ClearBlue Markets, a private company providing consulting and advisory services for carbon and emission markets and has done so since 2014. Mr. Danon brings senior executive experience in the public markets, serving as CFO of NWT Uranium Corp. and Stratton Capital Corp. Mr. Danon has a B.Comm. (Hons) and holds a Chartered Accountant designation.

Item 4: Audit Committee Oversight

At no time during the Company’s most recently completed financial year was a recommendation of the Audit Committee to nominate or compensate an external auditor (currently, Smythe LLP, Chartered Professional Accountants) not adopted by the Board.

Item 5: Reliance on Certain Exemptions

During the most recently completed financial year, the Company has not relied on certain exemptions set out in NI 52-110, namely section 2.4 (De Minimus Non-audit Services), subsection 6.1.1(4) (Circumstance Affecting the Business or Operations of the Venture Issuer), subsection 6.1.1(5) (Events Outside Control of Member), subsection 6.1.1(6) (Death, Incapacity or Resignation), and any exemption, in whole or in part, in Part 8 (Exemptions).

Item 6: Pre-Approval Policies and Procedures

The Audit Committee has not adopted formal policies and procedures for the engagement of non-audit services. Subject to the requirements of the NI 52-110, the engagement of non-audit services is considered by, as applicable, the Board and the Audit Committee, on a case by case basis.

A-6

Item 7: External Auditor Service Fees (By Category)

The following table sets out the aggregate fees charged to the Company by the external auditor from the date of incorporation on February 6, 2019 to the financial year ended January 31, 2020:

	FYE 2020
Audit Fees(1)	$10,000
Audit-Related Fees(2)	$1,200
Tax Fees(3)	$Nil
All Other Fees(4)	$Nil
Total Fees:	$11,200

1. “Audit fees” include aggregate fees billed by the Company’s external auditor in each of the last three fiscal years for audit fees.

2. “Audited related fees” include the aggregate fees billed in each of the last three fiscal years for assurance and related services by the Company's external auditor that are reasonably related to the performance of the audit or review of the Company's financial statements and are not reported under “Audit fees” above. The services provided include employee benefit audits, due diligence assistance, accounting consultations on proposed transactions, internal control reviews and audit or attest services not required by legislation or regulation.

3. “Tax fees” include the aggregate fees billed in each of the last three fiscal years for professional services rendered by the Company's external auditor for tax compliance, tax advice and tax planning. The services provided include tax planning and tax advice includes assistance with tax audits and appeals, tax advice related to mergers and acquisitions, and requests for rulings or technical advice from tax authorities.

4. “All other fees” include the aggregate fees billed in each of the last three fiscal years for products and services provided by the Company's external auditor, other than “Audit fees”, “Audit related fees” and “Tax fees” above.

Item 8: Exemption

During the most recently completed financial year, the Company relied on the exemption set out in section 6.1 of NI 52-110 with respect to compliance with the requirements of Part 3 (Composition of the Audit Committee) and Part 5 (Reporting Obligations).

SCHEDULE "B"

FORM 58-101F2 CORPORATE GOVERNANCE DISCLOSURE (VENTURE ISSUERS)

Item 1: Board of Directors

The board of directors of the Company (the “ Board ”) supervises the CEO and the CFO. Both the CEO and CFO are required to act in accordance with the scope of authority provided to them by the Board.

Director	Independence
Anton Drescher	Not independent, as he is the President and CEO of the Company
David Brett	Independent
Raphael Danon	Independent

Item 2: Directorships

The following directors of the Company are also currently directors of the following reporting issuers:

Director	Name of Reporting Issuer
Anton Drescher	CENTR Brands Corp. Corvus Gold Inc. International Tower Hills Mines Ltd. Lamaska Capital Corp. Oculus Vision Tech Inc. Xiana Mining Inc.
David Brett	Lamaska Capital Corp.
Raphael Danon	Jack Nathan Medical Corp. Pacific Arc Resources Ltd.

Item 3: Orientation and Continuing Education

The Board does not have a formal process for the orientation of new Board members. Orientation is done on an informal basis. New Board members are provided with such information as is considered necessary to ensure that they are familiar with the Company’s business and understand the responsibilities of the Board.

The Board does not have a formal program for the continuing education of its directors. The Company expects its directors to pursue such continuing education opportunities as may be required to ensure that they maintain the skill and knowledge necessary to fulfill their duties as members of the Board. Directors can consult with the Company’s professional advisors regarding their duties and responsibilities, as well as recent developments relevant to the Company and the Board.

Item 4: Ethical Business Conduct

The Board has not adopted a formal code of ethics. In the Board’s view, the fiduciary duties placed on individual directors by corporate legislation and the common law, and the restrictions placed by corporate legislation on an individual director's participation in decisions of the Board in which the director has an interest, have been sufficient to ensure that the Board operates independently of management and in the best interests of the Company.

A-2

Although the Company has not adopted a formal code of ethics, the Company promotes an ethical business culture. Directors and officers of the Company are encouraged to conduct themselves and the business of the Company with the utmost honesty and integrity. Directors are also encouraged to consult with the Company’s professional advisors with respect to any issues related to ethical business conduct.

Item 5: Nomination of Directors

The identification of potential candidates for nomination as directors of the Company is primarily done by the CEO, but all directors are encouraged to participate in the identification and recruitment of new directors. Potential candidates are primarily identified through referrals by business contacts.

Item 6: Compensation

The compensation of directors and the CEO is determined by the Board as a whole. Such compensation is determined after consideration of various relevant factors, including the expected nature and quantity of duties and responsibilities, past performance, comparison with compensation paid by other issuers of comparable size and nature, and the availability of financial resources.

Item 7: Other Board Committees

The Board does not have any standing committees other than the Audit Committee.

Item 8: Assessments

The Board does not have any formal process for assessing the effectiveness of the Board, its committees, or individual directors. Such assessments are done on an informal basis by the CEO and the Board as a whole.

SCHEDULE "C"

STOCK OPTION PLAN BLUE RHINO CAPITAL CORP.

February 9, 2021

BLUE RHINO CAPITAL CORP.

STOCK OPTION PLAN

1. PURPOSE

The purpose of the Stock Option Plan (the “ Plan ”) of Blue Rhino Capital Corp., a corporation incorporated under the Business Corporations Act (British Columbia) (the “ Corporation ”) is to advance the interests of the Corporation by encouraging the directors, officers, employees and consultants of the Corporation, and of its subsidiaries and affiliates, if any, to acquire common shares in the share capital of the Corporation (the “ Shares ”), thereby increasing their proprietary interest in the Corporation, encouraging them to remain associated with the Corporation and furnishing them with additional incentive in their efforts on behalf of the Corporation in the conduct of its affairs.

2. ADMINISTRATION

The Plan shall be administered by the Board of Directors of the Corporation or by a special committee of the directors appointed from time to time by the Board of Directors of the Corporation pursuant to rules of procedure fixed by the Board of Directors (such committee or, if no such committee is appointed, the Board of Directors of the Corporation, is hereinafter referred to as the “ Board ”). A majority of the Board shall constitute a quorum, and the acts of a majority of the directors present at any meeting at which a quorum is present, or acts unanimously approved in writing, shall be the acts of the directors.

Subject to the provisions of the Plan, the Board shall have authority to construe and interpret the Plan and all option agreements entered into thereunder, to define the terms used in the Plan and in all option agreements entered into thereunder, to prescribe, amend and rescind rules and regulations relating to the Plan and to make all other determinations necessary or advisable for the administration of the Plan. All determinations and interpretations made by the Board shall be binding and conclusive on all participants in the Plan and on their legal personal representatives and beneficiaries.

Each option granted hereunder may be evidenced by an agreement in writing, signed on behalf of the Corporation and by the optionee, in such form as the Board shall approve. Each such agreement shall recite that it is subject to the provisions of this Plan.

The Board shall ensure that Participants (defined below) under the Plan are eligible to participate under the Plan, and, if required by the TSX Venture Exchange (the “ Exchange ”), shall represent and confirm that the Participant is a bona fide employee, consultant or management company employee (as defined in the policies of the Exchange).

3. STOCK EXCHANGE RULES

All options granted pursuant to this Plan shall be subject to rules and policies of the Exchange, in the event the Shares are listed on the Exchange, and any other regulatory body having jurisdiction.

Without limiting the generality of the foregoing, during such period as the Shares are listed for trading on the Exchange:

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a) the Exchange Hold Period (as defined in the policies of the Exchange) will apply to all options granted to Insiders of the Corporation (as defined in the policies of the Exchange) and to all options granted at a discount to the Market Price (as defined in the policies of the Exchange); and
b) any acceleration or removal of required Exchange vesting provisions are subject to the prior written approval of the Exchange.

4. SHARES SUBJECT TO PLAN

Subject to adjustment as provided in Section 16 hereof, the Shares to be offered under the Plan shall consist of common shares of the Corporation’s authorized but unissued common shares. The aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the issued and outstanding common shares of the Corporation from time to time. If any option granted hereunder shall expire or terminate for any reason in accordance with the terms of the Plan without being exercised, the unpurchased Shares subject thereto shall again be available for the purpose of this Plan.

However, other than in connection with a “Qualifying Transaction” (as defined in Policy 2.4 of the Exchange) or as may otherwise be accepted by the Exchange, during the time that the Corporation is a “Capital Pool Company” (as defined in Policy 2.4 of the Exchange) (a “ CPC ”), the aggregate number of Shares issuable upon the exercise of all options granted under the Plan shall not exceed 10% of the common shares of the Corporation issued and outstanding at the closing of the Corporation’s initial public offering.

5. MAINTENANCE OF SUFFICIENT CAPITAL

The Corporation shall at all times during the term of the Plan reserve and keep available such numbers of Shares as will be sufficient to satisfy the requirements of the Plan.

6. ELIGIBILITY AND PARTICIPATION

Directors, officers, consultants, and employees of the Corporation or its subsidiaries, and employees of a person or company which provides management services to the Corporation or its subsidiaries (“ Management Company Employees ”) shall be eligible for selection to participate in the Plan (such persons hereinafter collectively referred to as “ Participants ”). Subject to compliance with applicable requirements of the Exchange, Participants may elect to hold options granted to them in an incorporated entity wholly owned by them and such entity shall be bound by the Plan in the same manner as if the options were held by the Participant.

Subject to the terms hereof, the Board shall determine to whom options shall be granted, the terms and provisions of the respective option agreements, the time or times at which such options shall be granted and vested, and the number of Shares to be subject to each option. In the case of employees or consultants of the Corporation or Management Company Employees, the option agreements to which they are party must contain a representation of the Corporation that such employee, consultant or Management Company Employee, as the case may be, is a bona fide employee, consultant or Management Company Employee of the Corporation or its subsidiaries.

A Participant who has been granted an option may, if such Participant is otherwise eligible, and if permitted under the policies of the Exchange, be granted an additional option or options if the Board shall so determine.

7. EXERCISE PRICE

(a) The exercise price of the Shares subject to each option shall be determined by the Board, subject to applicable Exchange approval, at the time any option is granted. In no event shall such exercise price be lower than the exercise price permitted by the Exchange.

(b) Once the exercise price has been determined by the Board, accepted by the Exchange and the option has been granted, the exercise price of an option may only be reduced if at least 6 months have elapsed since the later of the date of the commencement of the term, the date the Corporation’s shares commenced trading or the date the exercise price was reduced. In the case of options held by insiders of the Corporation (as defined in the policies of the Exchange), the exercise price of an option may be reduced only if disinterested shareholder approval is obtained.

8. NUMBER OF OPTIONED SHARES

(a) The number of Shares subject to an option granted to any one Participant shall be determined by the Board, but no one Participant shall be granted an option which exceeds the maximum number permitted by the Exchange.

(b) No single Participant may be granted options to purchase a number of Shares equalling more than 5% of the issued common shares of the Corporation in any twelve-month period unless the Corporation has obtained disinterested shareholder approval in respect of such grant and meets applicable Exchange requirements.

(c) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve-month period to any one consultant of the Corporation (or any of its subsidiaries).

(d) Options shall not be granted if the exercise thereof would result in the issuance of more than 2% of the issued common shares of the Corporation in any twelve month period to persons employed to provide investor relation activities. Options granted to Consultants performing investor relations activities will contain vesting provisions such that vesting occurs over at least 12 months with no more than ¼ of the options vesting in any 3 month period.

(e) The aggregate number of options granted and outstanding to Eligible Charitable Organizations (as defined in the policies of the Exchange) must not at any time exceed 1% of the issued Shares of the Corporation, as calculated immediately subsequent to the grant of any options to Eligible Charitable Organizations, and any such options must expire after the earlier of (i) ten years from the date of grant; and (ii) ninety days after the optionee ceases to be an Eligible Charitable Organizations.

9. DURATION OF OPTION

(a) Each option and all rights thereunder shall be expressed to expire on the date set out in the option agreement and shall be subject to earlier termination as provided in Sections 11 and

12, provided that in no circumstances shall the duration of an option exceed the maximum term permitted by the Exchange, being 10 years for the TSX Venture Exchange.

(b) Subject to compliance with Exchange Policy 4.4, the expiry date of an option granted hereunder will be automatically extended if such expiry date falls within a blackout period during which the Corporation prohibits optionees from exercising their options. Such automatic extension shall in no event exceed 10 days following the end of such blackout period.

10. OPTION PERIOD, CONSIDERATION AND PAYMENT

(a) The option period shall be a period of time fixed by the Board not to exceed the maximum term permitted by the Exchange, provided that the option period shall be reduced with respect to any option as provided in Sections 11 and 12 covering cessation as a director, officer, consultant, employee or Management Company Employee of the Corporation or its subsidiaries, or death of the Participant.

(b) Subject to any vesting restrictions imposed by the Exchange, the Board may, in its sole discretion, determine the time during which options shall vest and the method of vesting, or that no vesting restriction shall exist.

(c) Subject to any vesting restrictions imposed by the Board, options may be exercised in whole or in part at any time and from time to time during the option period. To the extent required by the Exchange, no options may be exercised under this Plan until this Plan has been approved by a resolution duly passed by the shareholders of the Corporation.

(d) Except as set forth in Sections 11 and 12, no option may be exercised unless the Participant is at the time of such exercise a director, officer, consultant, or employee of the Corporation or any of its subsidiaries, or a Management Company Employee of the Corporation or any of its subsidiaries.

(e) The exercise of any option will be contingent upon receipt by the Corporation at its head office of a written notice of exercise, specifying the number of Shares with respect to which the option is being exercised, accompanied by cash payment, certified cheque or bank draft for the full purchase price of such Shares with respect to which the option is exercised. No Participant or his legal representatives, legatees or distributees will be, or will be deemed to be, a holder of any common shares of the Corporation unless and until the certificates for Shares issuable pursuant to options under the Plan are issued to him or them under the terms of the Plan.

11. CEASING TO BE A DIRECTOR, OFFICER, CONSULTANT OR EMPLOYEE

(a) Subject to subsection (b), if a Participant shall cease to be a director, officer, consultant, employee of the Corporation, or its subsidiaries, or ceases to be a Management Company Employee, for any reason (other than death), such Participant may exercise his option to the extent that the Participant was entitled to exercise it at the date of such cessation, provided that such exercise must occur within 90 days after the Participant ceases to be a director, officer, consultant, employee or a Management Company Employee, unless such Participant was engaged in investor relations activities, in which case such exercise must occur within 30 days after the cessation of the Participant’s services to the Corporation.

(b) If the Participant does not continue to be a director, officer, consultant, employee of the Resulting Issuer upon completion of the Corporation’s Qualifying Transaction (as such terms are defined in the policies of the Exchange), the options granted hereunder must be exercised by the Participant within the later of 12 months after completion of the Qualifying Transaction and 90 days after the Participant ceases to become a director, officer, consultant or employee of the Resulting Issuer. Any Shares acquired on exercise of Options prior to the Completion of the Qualifying Transaction (as defined in Exchange Policy 2.4) must be deposited in escrow and will be subject to escrow until the Final Exchange Bulletin (as defined in Exchange Policy 2.4) is issued.

(c) Nothing contained in the Plan, nor in any option granted pursuant to the Plan, shall as such confer upon any Participant any right with respect to continuance as a director, officer, consultant, employee or Management Company Employee of the Corporation or of any of its subsidiaries or affiliates.

12. DEATH OF PARTICIPANT

Notwithstanding section 11, in the event of the death of a Participant, the option previously granted to him shall be exercisable only within the one (1) year after such death and then only:

(a) by the person or persons to whom the Participant's rights under the option shall pass by the Participant’s will or the laws of descent and distribution; and

(b) if and to the extent that such Participant was entitled to exercise the Option at the date of his death.

13. CAPITAL POOL COMPANY RESTRICTIONS

As long as the Corporation is classified as a CPC, the terms and conditions of the Plan will remain subject to the following specific restrictions:

(a) Options granted by the CPC may only entitle the Participant to acquire Shares of the CPC. Options may only be granted to a director or officer of the CPC, and where permitted by applicable securities legislation, a technical consultant whose particular industry expertise in relation to the business of the Vendors (as defined in Policy 2.4 of the Exchange) or the Target Company (as defined in Policy 2.4 of the Exchange), as the case may be, is required to evaluate the proposed Qualifying Transaction, or a company, all of whose securities are owned, directly and indirectly, by such a director, officer or technical consultant. The total number of Shares reserved for issuance pursuant to Options may not exceed 10% of the Shares outstanding as at the closing of the CPC’s initial public offering (the “ IPO ”).
(b) The number of Shares reserved for issuance pursuant to Options to any individual director or officer may not exceed 5% of the Shares outstanding as at the closing of the IPO. The number of Shares reserved for issuance pursuant to Options to all technical consultants may not exceed 2% of the Shares outstanding as at the closing of the IPO. Options granted by a CPC are subject to the percentage limitations set forth in Policy 4.4 of the Exchange.
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(c) The CPC is prohibited from granting Options to any person providing Investor Relations Activities (as defined in the policies of the Exchange), promotional or market-making services.
(d) The exercise price per Share under any Option granted by a CPC cannot be less than the greater of the IPO Share (as defined in the policies of the Exchange) price and the Discounted Market Price (as defined in the policies of the Exchange).

14. RIGHTS OF OPTIONEE

No person entitled to exercise any option granted under the Plan shall have any of the rights or privileges of a shareholder of the Corporation in respect of any Shares issuable upon exercise of such option until certificates representing such Shares shall have been issued and delivered.

15. PROCEEDS FROM SALE OF SHARES

The proceeds from the sale of Shares issued upon the exercise of options shall be added to the general funds of the Corporation and shall thereafter be used from time to time for such corporate purposes as the Board may determine.

16. ADJUSTMENTS

If the outstanding common shares of the Corporation are increased, decreased, changed into or exchanged for a different number or kind of shares or securities of the Corporation or another corporation or entity through re- organization, merger, re-capitalization, re-classification, stock dividend, subdivision or consolidation, any adjustments relating to the Shares optioned or issued on exercise of options and the exercise price per Share as set forth in the respective stock option agreements shall be made in accordance to the terms of such agreements.

Adjustments under this Section shall be made by the Board whose determination as to what adjustments shall be made, and the extent thereof, shall be final, binding and conclusive. No fractional Share shall be required to be issued under the Plan on any such adjustment.

17. TRANSFERABILITY

All benefits, rights and options accruing to any Participant in accordance with the terms and conditions of the Plan shall not be transferable or assignable unless specifically provided herein or the extent, if any, permitted by the Exchange. During the lifetime of a Participant any benefits, rights and options may only be exercised by the Participant.

18. AMENDMENT AND TERMINATION OF PLAN

Subject to the policies, rules and regulations of any lawful authority having jurisdiction (including any exchange on which the Shares are listed for trading), the Board may at any time, without further action by the shareholders, amend the Plan or any option granted hereunder in such respects as it may consider advisable and, without limiting the generality of the foregoing, it may do so to ensure that options granted hereunder will comply with any provisions respecting stock options in the income tax or other laws in force in any country or jurisdiction of which a person to whom an option has been granted may from time to time be resident or citizen or the Board may at any time, without action by shareholders, terminate the Plan. The Board may not, however,

without the consent of the option holder, alter or impair any of the rights or obligations under any option theretofore granted.

19. NECESSARY APPROVALS

The ability of a Participant to exercise options and the obligation of the Corporation to issue and deliver Shares in accordance with the Plan is subject to any approvals which may be required from shareholders of the Corporation and any regulatory authority or stock exchange having jurisdiction over the securities of the Corporation. If any Shares cannot be issued to any Participant for whatever reason, the obligation of the Corporation to issue such Shares shall terminate and any option exercise price paid to the Corporation will be returned to the Participant.

20. WITHHOLDING TAXES

The Corporation’s obligation to deliver Shares issuable on the exercise of an option shall be subject to a Participant’s satisfaction of all applicable income, employment and non-resident withholding tax obligations. Without limiting the generality of the foregoing, if the Corporation determines in its sole discretion that under the requirements of applicable taxation laws or regulations of any governmental authority whatsoever it is obliged to withhold for remittance to a taxing authority any amount upon exercise of an option, the Corporation may take any steps it considers necessary or appropriate in the circumstances to withhold in connection with any option or other benefit under the Plan including, without limiting the generality of the foregoing:

(a) requiring the Participant exercising the option to pay the Corporation, in the same manner as the exercise price for the Shares issuable on exercise of an option, such amount as the Corporation is obliged to remit to such taxing authority in respect of the exercise of the option, with any such additional payment, in any event, being due no later than the date as of which any amount with respect to the option exercised first becomes included in the gross income of the Participant for tax purposes; or

(b) issuing the Shares issuable on the exercise of an option to an agent on behalf of the Participant and directing the agent to sell a sufficient number of such Shares on behalf of the Participant to satisfy the amount of any such withholding obligation, with the agent paying the proceeds of any such sale to the Corporation for this purpose;

to the extent permitted by law, deducting the amount of any such withholding obligation from any payment of any kind otherwise due to the Participant.

21. EFFECTIVE DATE OF PLAN

The Plan has been adopted by the Board of the Corporation subject to the approval of the Exchange and, if so approved, subject to the discretion of the Board, the Plan shall become effective upon such approvals being obtained.

22. INTERPRETATION

The Plan will be governed by and construed in accordance with the laws of the Province of British Columbia.

AI assistant

ZEB Nickel Corp. — AGM Information 2021

47852_rns_2021-03-17_1271ddd2-f866-4032-ace4-c784fbb1ed07.pdf

BLUE RHINO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

AND

MANAGEMENT INFORMATION CIRCULAR

Meeting Details

BLUE RHINO CAPITAL CORP.

NOTICE OF ANNUAL GENERAL AND SPECIAL MEETING

BLUE RHINO CAPITAL CORP.

BLUE RHINO CAPITAL CORP.

MANAGEMENT INFORMATION CIRCULAR

SOLICITATION OF PROXIES

Impact of COVID-19

APPOINTMENT OF PROXYHOLDERS

VOTING BY PROXYHOLDER

Manner of Voting

Revocation of Proxy

Voting Thresholds Required for Approval

ADVICE TO REGISTERED SHAREHOLDERS

Returning your proxy form

ADVICE TO BENEFICIAL SHAREHOLDERS

Non-Objecting Beneficial Owners

Objecting Beneficial Owners

INTEREST OF CERTAIN PERSONS OR COMPANIES IN MATTERS TO BE ACTED UPON

RECORD DATE, VOTING SHARES AND PRINCIPAL HOLDERS THEREOF

Principal Holders of Voting Securities

EXECUTIVE COMPENSATION

For the purpose of this information circular:

Statement of Executive Compensation

Director and NEO Compensation, Excluding Compensation Securities

Stock Options and Other Compensation Securities and Instruments

Exercise of Compensation Securities by Directors and NEOs

Stock Option Plans and Other Incentive Plans

Employment, Consulting and Management Agreements

Oversight and Description of Director and NEO Compensation

Compensation of NEOs

Elements of NEO Compensation

Compensation of Directors

Pension Plan Benefits

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS

INTEREST OF INFORMED PERSONS IN MATERIAL TRANSACTIONS

APPOINTMENT OF AUDITOR

MANAGEMENT CONTRACTS

PARTICULARS OF MATTERS TO BE ACTED UPON

Qualifying Transaction

Presentation of Financial Statements

Appointment and Remuneration of Auditor

Fixing the Number of Directors

Election of Directors

“ BE IT RESOLVED THAT:

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Board Reconstitution Resolution.

Information Concerning Nominees for the Original Slate

Information Concerning Nominees for the Resulting Issuer Slate

Cease Trade Orders, Corporate and Personal Bankruptcies, Penalties and Sanctions

Finders Fee (Qualifying Transaction)

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the issuance of the Finders Fee Shares.

Escrow Amendment

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the reduction in the length of the Existing Escrow.

Amendment to Consequences Upon Transfer to NEX Board

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the adoption of the Amendment.

Approval of Stock Option Plan

The Stock Option Plan Resolution

“ BE IT RESOLVED THAT:

In the absence of instructions to the contrary, the Proxyholders intend to vote the Common Shares represented by each Proxy, properly executed, FOR the Stock Option Plan Resolution.

OTHER MATTERS

AUDIT COMMITTEE DISCLOSURE

CORPORATE GOVERNANCE AND DIVERSITY DISCLOSURE

ADDITIONAL INFORMATION

DIRECTOR APPROVAL

BLUE RHINO CAPITAL CORP.

SCHEDULE "A"

FORM 52-110F2 AUDIT COMMITTEE DISCLOSURE (VENTURE ISSUERS)

Item 1: The Audit Committee Charter

Duties and Responsibilities

External Auditor

Financial Information and Reporting

Oversight

ZEB Nickel Corp. AGM Information 2021