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ZEB Nickel Corp. Proxy Solicitation & Information Statement 2021

Mar 18, 2021

47852_rns_2021-03-17_c0770d72-52da-4d55-9e44-5108ff4bc47a.pdf

Proxy Solicitation & Information Statement

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BLUE RHINO CAPITAL CORP. Voting Instruction Form (“VIF”)

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United Kingdom Building 350 – 409 Granville Street Vancouver, BC V6C 1T2

Annual General and Special Meeting to be held on April 7, 2021

Appointment of Proxyholder

Print the name of the person you are appointing if this person is someone other than the Management Nominees listed herein:

I/We being the undersigned holder(s) of Blue Rhino Capital Corp. hereby appoints Anton Drescher or failing this person, Sam Cole OR

as my/our proxyholder with full power of substitution and to attend, act, and to vote for and on behalf of the holder in accordance with the following direction (or if no directions have been given, as the proxyholder sees fit) and all other matters that may properly come before the Annual General and Special Meeting of Blue Rhino Capital Corp. to be held at Suite 507, 837 West Hastings Street, Vancouver, British Columbia on April 7, 2021 at 10:00 a.m. or at any adjournment thereof.

1. Number of Directors. To set the number of directors to be elected at the Meeting at three (3) prior to completion of the acquisition of Zebediela Nickel Company (Pty) Ltd. (the “ Qualifying Transaction ”).

For Against For Against

2. Number of Directors. To set the number of directors to be elected at the Meeting at five (5) following completion of the Qualifying Transaction.

3. Election of Directors. To elect the following directors to hold office for the ensuing year and prior to completion of the Qualifying Transaction.

For Withhold For Withhold For Withhold a. ANTON DRESCHER b. DAVID BRETT c. RAPHAEL DANON 4. Election of Directors. To elect the following directors to hold office following completion of the Qualifying Transaction: For Withhold For Withhold For Withhold d. ANTON DRESCHER e. WAYNE ISAACS f. THOMAS PANOULIAS g. GREGORY MCKENZIE h. JASON VIEIRA For Withhold 5. Appointment of Auditors. To appoint Smythe LLP as auditor for the ensuing year and authorizing the directors to fix their remuneration. For Against 6. Qualifying Transaction – Finder’s Fee. To consider, and if deemed advisable, to pass, with or with variation, 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. For Withhold 7. Escrow Amendment. To consider, and if deemed advisable, to pass, with or with variation, a reduction in the length of escrow applicable to certain common shares of the Company held by directors and officers of the Company. 8. Amendment to Consequences upon Transfer to NEX Board. To consider, and if deemed advisable, to pass, with or with variation, the removal For Against 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. For Against 9. Stock Option Plan. To consider, and if deemed advisable, to pass, with or without variation, approving the incentive stock option plan of the Company (the “ Option Plan ”), substantially in the form set out in the accompanying Circular. Signature(s): Date Authorized Signature(s) – This section must be completed for your instructions to be executed. / / MM / DD / YY

I/we authorize you to act in accordance with my/our instructions set out above. I/We hereby revoke any proxy previously given with respect to the Meeting. If no voting instructions are indicated above, this Proxy will be voted as recommended by Management.

Interim Financial Statements – Check the box to the right if you would like to receive interim financial statements and accompanying Management’s Discussion & Analysis by mail. See reverse for instructions to sign up for delivery by email.

Annual Financial Statements – Check the box to the right if you would like to receive the Annual Financial Statements and accompanying Management’s Discussion and Analysis by mail. See reverse for instructions to sign up for delivery by email.

This form of VIF is solicited by and on behalf of Management.

VIFs must be received by 10:00 a.m. on Monday, April 5, 2021.

Notes to Proxy

  1. Each holder has the right to appoint a person, who need not be a holder, to attend and represent him or her at the Annual General and Special Meeting. If you wish to appoint a person other than the persons whose names are printed herein, please insert the name of your chosen appointee in the space provided on the reverse.

  2. If the securities are registered in the name of more than one holder (for example, joint ownership, trustees, executors, etc.) then all of the holders must sign this VIF in the space provided on the reverse. If you are voting on behalf of a corporation or another individual, you may be required to provide documentation evidencing your power to sign this VIF with signing capacity stated.

  3. This VIF should be signed in the exact manner as the name appears on the VIF.

  4. If this VIF is not dated, it will be deemed to bear the date on which it is mailed by Management to the holder.

  5. The securities represented by this VIF will be voted as directed by the holder; however, if such a direction is not made in respect of any matter, this VIF will be voted as recommended by Management.

  6. The securities represented by this VIF will be voted or withheld from voting, in accordance with the instructions of the holder, on any ballot that may be called for and, if the holder has specified a choice with respect to any matter to be acted on, the securities will be voted accordingly.

  7. This VIF confers discretionary authority in respect of amendments to matters identified in the Notice of Meeting or other matters that may properly come before the meeting.

  8. This VIF should be read in conjunction with the accompanying documentation provided by Management.

INSTEAD OF MAILING THIS VIF, YOU MAY SUBMIT YOUR VIF USING SECURE ONLINE VOTING AVAILABLE ANYTIME:

To Vote Your Proxy Online please visit:

https://login.odysseytrust.com/pxlogin and click on

. You will require the CONTROL NUMBER printed with your address to the right. If you vote by Internet, do not mail this proxy.

To request the receipt of future documents via email and/or to sign up for Securityholder Online services, you may contact Odyssey Trust Company at www.odysseycontact.com.

Voting by mail may be the only method for securities held in the name of a corporation or securities being voted on behalf of another individual. A return envelope has been enclosed for voting by mail.