ZEB NICKEL CORP.

(FORMERLY BLUE RHINO CAPITAL CORP.)

Suite 507, 837 West Georgia Street

Vancouver, BC

V6C 3N6

May 2, 2022

MANAGEMENT DISCUSSION & ANALYSIS

This management's discussion & analysis ("MD&A") should be read in conjunction with our audited consolidated financial statements and the accompanying notes for the year ended December 31, 2021, which were prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB") and are filed on the SEDAR website: www.sedar.com.

All amounts in the consolidated financial statements and this MD&A are expressed in Canadian dollars, unless otherwise indicated.

FORWARD LOOKING INFORMATION

Forward-looking statements are necessarily based upon a number of factors and assumptions that, if untrue, could cause actual results, performance or achievements to be materially different from future results, performance or achievements expressed or implied by such statements. Forward-looking statements are based upon a number of estimates and assumptions that, while considered reasonable by the Company at this time, are inherently subject to significant business, economic and competitive uncertainties and contingencies that may cause the Company's actual financial results, performance, or achievements to be materially different from those expressed or implied herein. Some of the material factors or assumptions used to develop forward-looking statements include, without limitation, the future price of precious and base metals, anticipated costs and the Company's ability to fund its programs, the Company's ability to carry on exploration and development activities, the timing and results of drilling programs, the discovery of mineral resources on the Company's mineral properties, the timely receipt of required approvals and permits, including those approvals and permits required for successful project permitting, construction and operation of projects, the costs of operating and exploration expenditures, the Company's ability to operate in a safe, efficient and effective manner, the Company's ability to obtain financing as and when required and on reasonable terms and the continuing impact of the COVID-19 pandemic and the resumption of business. Forward-looking information involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information. Although Company has attempted to identify important factors that could cause actual actions, events or results to differ materially from those described in forward-looking statements, there may be other factors that cause actions, events or results not to be as anticipated, estimated or intended. There can be no assurance that forward-looking statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Known and unknown factors could cause actual results or events to differ materially from those projected in the forward-looking statements. Such factors include, but are not limited to, fluctuations in the currency markets; changes in interest rates; disruption to the credit markets and delays in obtaining financing; inflationary pressures; risks arising from holding derivative instruments (such as credit risk, market liquidity risk and mark-to-market risk); changes in national and local government legislation, taxation, controls, regulations and political or economic developments in Canada, the United States of America, South Africa, or other countries in which the Company may, upon completion of the Transaction, carry on business; business opportunities that may be presented to, or pursued by the Company upon vi completion of the Transaction; the Company's ability to successfully integrate acquisitions; operating or technical difficulties in connection with business activities; the possibility of cost overruns or unanticipated expenses; employee relations; the risks of obtaining and renewing necessary licenses and permits; diminishing quantities or grades of reserves; adverse changes in the Company's credit rating; the occurrence of natural disasters, hostilities, acts of war or terrorism; and the ongoing global pandemic involving the novel coronavirus. The factors identified above are not intended to represent a complete list of the factors that could affect the Company. Additional factors are noted under the heading "Risk Factors". Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking information prove incorrect, actual results, performance or achievement may vary materially from those expressed or implied by the

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forward-looking information contained in this MD&A. These factors should be carefully considered and readers are cautioned not to place undue reliance on forward-looking information, which speaks only as of the date of this MD&A. All subsequent forward-looking information attributable to the Company herein is expressly qualified in its entirety by the cautionary statements contained in or referred to herein. The Company does not undertake any obligation to release publicly any revisions to, or otherwise update, this forward-looking information to reflect events or circumstances that occur after the date of this MD&A or to reflect the occurrence of unanticipated events, except as may be required under applicable securities laws.

OVERVIEW

ZEB Nickel Corp. (formerly Blue Rhino Capital Corp). (the "Company") was incorporated under the Business Corporations Act (British Columbia) on February 6, 2019. The Company was formed for the primary purpose of completing an Initial Public Offering ("IPO" or "Offering") on the TSX Venture Exchange ("Exchange") as a Capital Pool Company ("CPC") as defined in Policy 2.4 of the Exchange. On July 14, 2020, the Company completed its IPO and started trading on the Exchange under the symbol "RHNO.P".

On August 1, 2021, the Company completed the Transaction acquiring Zebediela (below). Upon completion of the Transaction, the Company continues to carry on the business of Zebediela as currently constituted, which is the exploration and development of mineral properties in South Africa. The Company's head office is Suite 507 - 837 West Hastings Street, Vancouver, British Columbia, V6C 3N6, Canada. The Company's registered and records office is located at 2200 - 885 West Georgia Street, Vancouver, British Columbia V6C 3E8, Canada.

Immediately prior to completion of the Transaction, the Company also consolidated its issued and outstanding common shares on a 2.3:1 basis. This MD&A has been retrospectively adjusted to reflect the share consolidation. The Company also changed its name to ZEB Nickel Corp. and trades under the ticker symbol "ZBNI".

The consolidated financial statements have been prepared in accordance with the assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business rather than through a process of forced liquidation. The Company has not generated any revenues and its continuing operations as intended are dependent upon its ability to raise further equity. These material uncertainties may cast significant doubt on the entity's ability to continue as a going concern. The consolidated financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue business. Such adjustments could be material.

The Company may face risks related to COVID-19, which could significantly disrupt its operations and may materially and adversely affect its business and financial conditions. In December 2019, a novel strain of the coronavirus emerged in China, and the virus has now spread globally, including Canada, resulting in a global pandemic. The extent to which COVID-19 will impact the Company's business, including its business and the market for its securities, will depend on future developments, which are highly uncertain and cannot be predicted at this time, and include the duration, severity and scope of the outbreak and the actions taken to contain or treat the coronavirus outbreak. In particular, the continued spread of COVID-19 globally could materially and adversely impact the Company's business, including, without limitation, employee health, workforce productivity, increased insurance premiums, limitations on travel, the availability of industry experts and personnel, and other factors that will depend on future developments beyond the Company's control, which may have a material and adverse effect on the its business, financial condition and results of its business. There can be no assurance that the Company's personnel will not be impacted by these pandemic diseases and ultimately see its workforce productivity reduced or incur increased medical costs/insurance premiums as a result of these health risks. In addition, a significant outbreak of COVID-19 could result in a widespread global health crisis that could adversely affect global economies and financial markets resulting in an economic downturn that could have an adverse effect on the Company's future prospects.

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REVERSE TAKE-OVER ("RTO")

On July 30, 2021, the Company completed the acquisition of Zebediela, by way of issuing 41,000,000 common shares of the Company to the shareholders of Zebediela ("The Transaction"). As a result, the shareholders of Zebediela acquired control of the Company, thereby constituting an RTO. The Transaction is considered a purchase of the Company's net assets by the Zebediela Shareholders. The Transaction is accounted for in accordance with guidance provided in IFRS 2, Share-BasedPayment as the Company did not qualify as a business according to the definition in IFRS 3, Business Combinations. For RTO accounting purposes, the Transaction is recognized as if Zebediela had proceeded to issue the Company's shares outstanding before the Transaction in exchange for the net assets acquired. The fair value of the 2,347,828 common shares of the Company was determined to be $0.25 per common share, based on the fair value at July 30, 2021.

Consideration paid:

Fair value of Blue Rhino common shares

$

586,957

Fair value of Blue Rhino agent warrants *

36,800

Fair value of Blue Rhino options **

49,200

Transaction costs - Fair value of common shares issued to finders

62,500

Total consideration paid

$

735,457

Identifiable assets acquired:

Cash

$

134,198

Trade and other payables

(66,682)

Net assets acquired

$

67,516

Listing expense

$

667,941

  • The fair value of agent warrants were valued using the Black-Scholes options pricing model using the following inputs:
  1. 150% volatility; 0.28% risk-free interest rate; $0.25 fair value; $0.10 exercise price, 2 year expected life;

0% expected dividend rate.

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** The fair value of options were valued using the Black-Scholes options pricing model using the following inputs:

  1. 150% volatility; 0.54% risk-free interest rate; $0.25 fair value; $0.10 exercise price, 10 year expected life; 0% expected dividend rate.

MINERAL PROPERTY, SOUTH AFRICA

The Company controls the rights to a project located in the Limpopo Province in the Republic of South Africa, near the platinum mining town of Mokopane. The Project comprises various portions of the farms Uitloop 3 KS, Amatava 41 KS, Bloemhof 4 KS and Piet Potgietersrust Town and Townlands 44 KS, and is located approximately 9 km northeast of the town of Mokopane, in the Mogalakwena Local, and Waterberg District Municipalities of the Limpopo Province, South Africa. The project consists of three prospecting areas, which have now been amalgamated into a single area by a mining right application that is currently being processed by the DMRE (submitted on July 26, 2019) (the "Mining Right Application").

Additional details about the project can be found on the Company website https://zebnickel.com/ and in the Filing Statement and Technical Report (NI-43-101) filed on www.sedar.com on July 31, 2021.

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On March 15, 2022, the Company completed Phase 2 of exploration drilling on the Zebediela Project and has successfully intersected Critical Zone lithologies in all drillholes with reported assay results in this recent phase, located beneath the historical 43-101- compliant 1.5 billion-ton sulfide nickel resource which contains approximately 3,955 kt of nickel.

A weighted average calculation using a cut-off grade of 0.31% Ni from this phase of drilling has resulted in an increased grade of 76% higher than that declared in the historical resource used in the existing Preliminary Economic Assessment (PEA). This existing historical resource consists of an Indicated Resource of 485.4 million tonnes averaging 0.245% Ni, with an additional Inferred Resource of 1,115.1 million tonnes at 0.248% Ni using a cut-off grade of 0.1% Ni.

The Critical Zone of the Bushveld Complex is the geological horizon that hosts Platreef-style mineralization in the Northern Limb, which is the mineralised zone currently being mined at Anglo American Platinum's flagship Mogalakwena Mine, and Ivanhoe Mines Platreef Mine (average depth of 800 m). The location of the project in relation to Mogalakwena Mine and Platreef Mine is shown in Figure 1 below.

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This phase of drilling is a continuation of the first phase conducted by the Company for a total of 4,901 m in both Phase 1 and Phase 2, targeting higher grade nickel PGE mineralisation in Critical Zone rocks found beneath the existing NI43-101 compliant nickel resource.

The Company announced that these Critical Zone rocks have been discovered along a strike length of at least 3 km. 6 holes were completed in the Phase 1 drill campaign and a further 8 holes were completed in the Phase 2 drill campaign (assay results for 5 holes are outstanding).

Exploration results from the drilling campaign are presented in the table below, and the location of these holes are presented in Figure 2 below. Drill core diameter for all holes is NQ and drill holes are drilled at an inclination of 50 degrees on an azimuth of approximately 45 degrees.

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Zeb Nickel Corp. published this content on 27 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 July 2022 16:27:28 UTC.