Zebediela Nickel Project entered into a letter of intent to acquire Blue Rhino Capital Corp. (TSXV:RHNO.P) for CAD 13 million in a reverse merger transaction on January 7, 2021. Zebediela Nickel Project entered into a definitive agreement to acquire Blue Rhino Capital Corp. (TSXV:RHNO.P) in a reverse merger transaction on March 2, 2021. Pursuant to the terms of the transaction, it is contemplated that Blue Rhino Capital (BRC) will consolidate its share capital on a 2.3-for-1 basis, following which it will issue 41 million post-consolidation common shares to URU Metals Limited, parent of Zebediela Nickel Project (ZEB) in consideration for all of the outstanding share capital of ZEB which represents 79.85% of the issued share capital of BRC. BRC will also assume all ongoing liabilities and obligations of ZEB, which will include a 2.5% royalty on all revenue generated from the Project, 2% of the royalty can be purchased for a one-time cash payment of CAD 3 million. Pursuant to the letter of intent, and in connection with the transaction, BRC will complete a non-brokered private placement of subscription receipts (concurrent financing) at a price of CAD 0.25 per receipt to raise a minimum of CAD 2 million. As reported on July 27, 2021, in connection with closing of the transaction, and due to a high level of interest, Blue Rhino has decided to increase the size of its previously announced non-brokered private placement. The financing will now be for up to 11.2 million subscription receipt. Proceeds from the concurrent financing will be held in escrow pending completion. Following completion, the receipts will automatically be converted into post-consolidation common shares of BRC. Net proceeds of the concurrent financing will be used for the exploration and development of the Project, and for working capital and general corporate purposes. BRC may pay finders' fees to eligible parties who assist introducing subscribers to the concurrent financing. BRC anticipates issuing 0.25 million post-consolidation common shares to Anton Drescher in consideration for facilitating the negotiation and completion of the transaction as finder's fee. Upon completion, it is expected that ZEB will become a wholly owned subsidiary of the Resulting Issuer and URU Metals will become a control person of the Resulting Issuer. Upon successful completion, it is anticipated that the Resulting Issuer will be listed as a Tier 2 Mining issuer on the TSX Venture Exchange and will be involved in the exploration and development of the Zebediela Nickel Project. Upon completion, BRC intends to change its name to “ZEB Nickel Corp.” or such other name as BRC and URU may determine, and the parties expect that the TSX-V will assign a new trading symbol for the Resulting Issuer. As of July 29, 2021, as a result of the acquisition, ZEB will be renamed “Zebediela Property Holdings Inc.” The trading symbol of Blue Rhino / ZEB Nickel Corp will be ZBNI. As of March 2, 2021, the resulting issuer will be listed as a Tier 2 Mining Issuer on the TSX Venture Exchange and trade under the ticker symbol “ZBNI”.

Upon completion, it is expected that all the directors and officers of BRC, other than Anton Drescher, currently the Director, President, Chief Executive Officer and Corporate Secretary of BRC, will resign and the board of directors and management will be reconstituted to consist of nominees of URU Metals. It is expected that the following will be appointed as officers and directors of the Resulting Issuer: Wayne Isaacs as Chief Executive Officer, Corporate Secretary and Director; Tom Panoulias as Director; Anton Drescher as Director; Gregory McKenzie as Director; Jay Vieira as Director; David Cross as Chief Financial Officer; Martin Vydra as Strategic Advisor; and Justin Cochrane as Advisor to the Board. Richard Montjoie, a senior employee of URU Metals, will join the Board of Blue Rhino / ZEB Nickel Corp. The transaction is subject to several conditions including the satisfactory completion of due diligence, the negotiation and entering into of definitive agreements, the completion of the concurrent financing, receipt of all required URU Metals and Blue Rhino shareholder, regulatory and third party consents, including approval of the TSX-V and the shareholders of URU, and satisfaction of other customary closing conditions. The transaction and concurrent financing cannot close until the required approvals are obtained. The transaction is subject to the sponsorship requirements of the TSX-V unless an exemption from those requirements is granted and BRC intends to apply for an exemption from the sponsorship requirements; however, there can be no assurance that an exemption will be obtained. The Blue Rhino shareholder's meeting will be held on April 7, 2021. The transaction has received conditional acceptance from the TSX Venture Exchange on July 27, 2021. Transaction is still subject to number of conditions. Assuming all conditions are satisfied, closing of the Transaction is expected to occur on or about July 30, 2021. Ewan Leggat of SP Angel Corporate Finance LLP is acted as financial advisor and broker to URU Metals, parent of ZEB. Odyssey Trust Company acted as transfer agent for Blue Rhino.

Zebediela Nickel Project completed the acquisition of Blue Rhino Capital Corp. (TSXV:RHNO.P) in a reverse merger transaction on July 30, 2021. In connection with the completion of the transaction, Zeb Nickel completed a private placement financing for gross proceeds of CAD 2.8 million. Blue Rhino has now changed its name to ZEB Nickel Corp. and will trade under the new ticker symbol ZBNI upon resumption of trading. Sam Cole and Jennifer Poirier of Cassels Brock & Blackwell LLP acted as legal advisor to Blue Rhino Capital Corp.