ZEB Nickel : 2021 Annual Report

ZEB NICKEL CORP.

(FORMERLY BLUE RHINO CAPITAL CORP.)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED DECEMBER 31, 2021 AND THE PERIOD FROM INCORPORATION ON NOVEMBER 6, 2020 TO DECECEMBER 31, 2020

Expressed in Canadian Dollars

INDEPENDENT AUDITORS' REPORT

TO THE SHAREHOLDERS OF ZEB NICKEL CORP.

Opinion

We have audited the consolidated financial statements of Zeb Nickel Corp. and its subsidiaries (formerly Blue Rhino Capital Corp.) (the "Company"), which comprise:

 the consolidated statement of financial position as at December 31, 2021;

 the consolidated statement of loss and comprehensive loss for the year then ended;  the consolidated statement of changes in shareholders' equity for the year then ended;  the consolidated statement of cash flows for the year then ended; and

 the notes to the consolidated financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as at December 31, 2021, and its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with International Financial Reporting Standards ("IFRS").

Basis for Opinion

We conducted our audit in accordance with Canadian generally accepted auditing standards. Our responsibilities under those standards are further described in the Auditors' Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the consolidated financial statements in Canada, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material Uncertainty Related to Going Concern

We draw attention to Note 1 in the consolidated financial statements, which indicates that the Company has incurred a net loss of $1,003,563 for the year ended December 31, 2021. As stated in Note 1, this event or condition, along with other matters as set forth in Note 1, indicates that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

Other Matters

The consolidated financial statements of the Company for the year ended December 31, 2020 and as at November 6, 2020 were audited by another auditor who expressed an unmodified opinion on those consolidated financial statements on June 17, 2021.

Without modifying our opinion, we draw attention to Note 2 of the consolidated financial statements, which explains that effective January 1, 2021, the Company changed its presentation currency from the United States dollar to the Canadian dollar. As a result of the presentation currency change, the Company has presented a consolidated statement of financial position as at November 6, 2020, the transition date.

As part of our audit of the year ended December 31, 2021, we also audited the adjustments described in Note 2 to the consolidated statement of financial position entitled "Change in Functional and Presentation Currency" as at December 31, 2020 and November 6, 2020 and the consolidated statement of loss and comprehensive loss and cash flows for the year ended December 31, 2020. In our opinion such adjustments were appropriate and properly applied.

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Other Information

Management is responsible for the other information. The other information comprises the information included in Management's Discussion and Analysis.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.

We obtained Management's Discussion and Analysis prior to the date of this auditors' report. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of the consolidated financial statements in accordance with IFRS, and for such internal control as management determines is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditors' Responsibilities for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Canadian generally accepted auditing standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with Canadian generally accepted auditing standards, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

 Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.

 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by management.

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 Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditors' report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditors' report. However, future events or conditions may cause the Company to cease to continue as a going concern.

 Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Company to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

The engagement partner on the audit resulting in this independent auditors' report is Kevin Yokichi Nishi.

Chartered Professional Accountants

Vancouver, British Columbia

May 2, 2022

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ZEB NICKEL CORP. (FORMERLY BLUE RHINO CAPITAL CORP.)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

Expressed in Canadian Dollars

				December 31,	December 31,		November 6,
				2021		2020		2020
	ASSETS
	Current
	Cash		$	1,922,185	$	-	$	-
	Commodity tax receivable			32,124		-		-
	Prepaid			55,089		-		-
				2,009,398		-		-
	Long-term prepaid assets (Note 4)			27,133
	Exploration and evaluation assets (Notes 4 and 7)		4,736,393		4,025,640		-
			$	6,772,924	$	4,025,640	$	-
	LIABILITIES AND SHAREHOLDERS' EQUITY
	LIABILITIES
	Current
	Accounts payable and accrued liabilities (Note 7)	$	505,001	$	1,120,911	$	-
	Long-term payable (Note 5)			623,874		-		-
				1,128,875		1,120,911		-
	Shareholders' Equity
	Share capital (Note 6)			7,310,586		3,911,219		-
	Accumulated other comprehensive income			53,870		11,812		-
	Contributed surplus (Note 6)			301,458		-		-
	Deficit			(2,021,865)		(1,018,302)		-
				5,644,049		2,904,729		-
			$	6,772,924	$	4,025,640	$	-
On behalf of the Board:
	"Anton J. Drescher"	Director		"Wayne Isaacs"			Director

The accompanying notes are an integral part of these consolidated financial statements.

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