UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION
AMENDMENT #2

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]

Check the appropriate box:
[X] Preliminary Proxy Statement
[_] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant toss.240.14a-11(c) orss.240.14a-12

RANCHER ENERGY CORP.
(Name of Registrant as Specified in Its Charter)

JON NICOLAYSEN, ANDREI STYTSENKO, SILVIA SOLTAN, VLADIMIR
VASKEVICH, MATHIJS VAN HOUWENINGE, and A.L. "SID" OVERTON
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on
which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:

DRAFT

Dear Rancher Energy Shareholder:

We are the group of concerned shareholders, NSSVVO, referred to in the
Rancher Energy proxy that you might have received. We organized ourselves in the
last 45 days, being very displeased with the current Board of Rancher. We have
requested an annual shareholders' meeting to address our concerns and to allow
us to present our own candidates for directors. As a result, we received your
name and address through Rancher. We have filed the attached Proxy Solicitation
with the Securities and Exchange Commission, and we ask that you read and
consider it carefully, as opposed to the Company's Proxy, which you should also
receive. We need your votes for our director candidates and ask you to vote for
us on the YELLOW PROXY. We disagree with the direction of the Company and
believe the current Board is unable to preserve value for the shareholders. As
you know, the share price has fallen from over $3.00 to $0.02 per share.

Two years ago, shareholders invested $84 million in Rancher and its CO2
project. All our expectations were that development would soon start. We believe
Rancher potentially could recover a lot of oil, but sadly, the current
management has not been able to increase oil production. At the same time, money
has been spent on high management salaries, director compensation, and high
office expenses. Additionally, the current management and Board lost major
opportunities to attract senior debt or capital and entered into some burdensome
contracts with the company at risk of failure.

If the NSSVVO candidates are elected, we plan to cut staff, Board fees,
and office expenses first. Next, we intend to try to increase production to
further help Rancher's cash flow. At the same time, we intend to try to
renegotiate some of the burdensome contracts which current management has put in
place. If we are able to remove some of the contractual problems, we believe we
can raise the money to pay off the current short term debt.

This is not a quick and easy task. We believe Rancher is close to total
failure, and there is no guarantee we can succeed. We believe new faces with new
ideas can succeed in turning things around. This is a long term project, but we
believe the oil is there. If we are able to turn the current problems around, we
can again focus on bringing the CO2 to the property and reach for production
goals.

We need your support to elect the NSSVVO candidates as directors as
opposed to retaining the current directors and management.

Two things need to be done to support the NSSVVO candidates as
directors:

1. Carefully VOTE upon and RETURN the YELLOW PROXY in the enclosed
envelope.

2. Immediately, notify your broker, in writing, that you are going to
vote your own shares by written proxy and ask for written confirmation from him.

If you have any questions, please e-mail Jon Nicolaysen at
jnic.rancher@gmail.com.

We believe we will win with your support.

Thank you for your support.
Yours truly,

Jon Nicolaysen
For NSSVVO Group
Andrei Stytsenko
Silvia Soltan
Vladimir Vaskevich
Mathijs van Houweninge
A.L. Sid Overton

2009 ANNUAL MEETING OF SHAREHOLDERS
OF
RANCHER ENERGY CORP.

(PRELIMINARY)
PROXY STATEMENT
OF
NICOLAYSEN, STYTSENKO, SOLTAN, VASKEVICH, VAN HOUWENINGE, A.L.
"SID" OVERTON ("NSSVVO")

THIS SOLICITATION IS BEING MADE BY NSSVVO AND NOT ON BEHALF OF THE BOARD OF
DIRECTORS OF THE COMPANY.

Notice of Availability of Proxy Materials via Internet

NSSVVO has made available the Proxy materials at www.NSSVVOGroup.com. Interested
parties may download the materials from that website.

1. General Information

All NSSVVO group members constitute shareholders of Rancher Energy Corp. or are
business acquaintances of shareholders of Rancher, who are dissatisfied with the
direction, progress, and financial position of the Company and believe that a
Board of Directors change and management change may be in the best interests of
the shareholders of the Company.

NSSVVO made this solicitation, because it believes the Company could be better
managed, in NSSVVO's opinion. Additionally, NSSVVO is highly concerned that
during the three year tenure of the current directors and management, the share
price has fallen from over $3.00 per share to under $0.02 per share.

NSSVVO believes the directors and management are taking excessive compensation
in cash and stock from a Company that is in a dire financial situation, and the
Company continues to lease offices which are expensive considering the financial
position of the Company.

NSSVVO believes the existing Board of Directors and management have negotiated
contracts with burdensome terms with Anadarko Petroleum and Gas Rock Capital
which impair the Company and jeopardize its survival at this time.

The NSSVVO opposition slate of directors is determined to replace the CEO and
possibly all of the top management. The NSSVVO new directors would intend to cut
other expenses such as office expense and to not pay the directors other than
expense reimbursement for some time and to pay the new CEO significantly less
than the current amount being paid.

NSSVVO believes that the current management has lost credibility with industry
partners and potential capital sources, because it has been unable to perform on
its contractual obligations with Anadarko Petroleum, has been unable to get the
tertiary recovery process in the oil field underway, has been unable to raise
any further equity capital since 2007, and has continued a pattern of operating
losses without increasing revenues, which makes capital sources, who might
otherwise be interested in funding, unwilling to trust current management to be
able to turn around the performance of the Company. NSSVVO candidates have
talked to capital sources and have received such expressions of disinterest in
funding under the current financial and management situation. NSSVVO believes
that new faces at the negotiating table can achieve solutions and NSSVVO intends
to aggressively seek new capital. Finally, if NSSVVO can resolve some of the
business issues created by current management, which includes a defaulted
contract to acquire CO2 from Anadarko Petroleum, NSSVVO believes it can raise
the money to pay off the short term debt from capital sources, which are
currently unwilling to risk any new capital without certain debt and contractual
liability issues being resolved. NSSVO candidates would intend to negotiate a
settlement of the Anadarko contract and to achieve a new capital infusion to pay
off the Gas Rock Capital loan, which is due in the near term and which is
secured by the Company's oil field assets. Of course, there is no assurance that
NSSVVO candidates will be successful in any of these efforts if elected as Board
members.

Background of Contact with Rancher by NSSVVO Group

Jon Nicolaysen of the NSSVVO group requested and was given a shareholder list on
February 11, 2009. On May 5, 2009, Jon Nicolaysen sent a fax to Rancher
requesting a shareholders meeting. Rancher sent back an e-mail acknowledging the
request. On May 6, 2009, Rancher sent an informal acknowledgment of the request
in which it agreed to discuss holding a shareholders meeting at the next Board
of Directors meeting.

On May 8, 2009, Rancher contacted Jon Nicolaysen by e-mail and suggested a
meeting between the Rancher Board and a representative of the NSSVVO group. On
May 12, 2009, Rancher notified Nicolaysen that Mark Worthey would be the Board
contact. On May 12, 2009, Jon Nicolaysen e-mailed John Works (president of
Rancher) and requested a discussion with the Rancher Board and requested
information about the renewal of the Gas Rock Capital loan.

On May 13, 2009, Mark Worthey, representing Rancher, and Jon Nicolaysen, of the
NSSVVO group talked about holding a shareholders meeting, changing management,
and wanting to have new directors nominated by shareholders. On May 15, 2009,
Nicolaysen faxed a second request for a shareholders meeting to Rancher and
asking for a shareholder meeting to be held to vote upon shareholder nominees to
the Board. On May 21, 2009, Rancher's attorneys, a current Rancher Board member,
Mr. Worthey, Nicolaysen, and NSSVVO's attorneys had a conference call. A request
for a combined proxy for the shareholders meeting was made by NSSVVO, including
Rancher nominees and shareholder

nominees. Rancher said the Board would discuss and respond. A discussion was had
about whether the meeting would be an annual meeting or a special meeting of
shareholders, about a record date, and about a future contact date.

On May 26, 2009, an e-mail was sent to a Rancher Board member, Mark Worthey, by
Nicolaysen, asking for status of response. The e-mail addressed Rancher's
attorney's cooperation on shareholder voting issues. It also discussed possible
litigation if fair treatment was not given to dissatisfied shareholders
regarding vote tabulation, and shareholder lists, again requesting a combined
proxy. On May 27, a Rancher Board member sent an e-mail to schedule a call to
discuss matters.

On May 27, Mark Worthey, a Rancher Board member, and Jon Nicolaysen discussed,
by telephone, shareholder meeting issues and the possibility of a combined
proxy. The call ended with both parties agreeing to be helpful if and when
problems arose in future discussions.

On May 28, 2009, Rancher's attorneys, a Rancher Board member, Worthy,
Nicolaysen, and the NSSVVO attorney held a conference call. They discussed the
holding of a shareholders meeting, voting, and the proxy. A tentative record
date of May 31, 2009 and a tentative shareholders meeting date of July 24, 2009
were discussed. Nicolaysen, again, requested a combined proxy slate.

On June 1, 2009, Nicolaysen requested, in person, from Rancher a shareholders
list. On June 2, 2009, NSSVVO's attorney sent an e-mail to Rancher's attorneys
regarding a combined slate on the proxy. On June 3, 2009, an e-mail and a letter
from Rancher's attorneys to NSSVVO's attorney denying a combined slate on the
proxy, was received.

From May 10 to June 14, 2009, Nicolaysen recruited five of the NSSVVO Board
candidates by telephone calls to each. The sixth candidate was contacted by
phone on or about June 16, 2009.

On June 5, 2009, Rancher's attorney e-mailed NSSVVO's attorney firming up plans
for the shareholders meeting with the date, time, place, and record date. The
condition for obtaining the voter and NOBO lists from Rancher was in an
Affidavit as to the use and confidentiality signed by Nicolaysen regarding the
shareholder and NOBO lists.

Rancher, through its Board, determined that it would not accept or support any
of the candidates proposed by shareholders, nor would it list them in its Proxy
Statement for the next Annual Meeting. Accordingly, Mr. Nicolaysen and others
listed herein determined to propose an alternative slate of director candidates
to stand for election pursuant to Section 14 of the Securities Exchange Act of
1934.

Reason for this Proxy
- ---------------------

In June 2009, the Board of Directors of Rancher Energy Corp. (the "Rancher")
rejected a proposal by NSSVVO to be listed as candidates for election as
directors in the Company's Proxy Statement. NSSVVO is therefore seeking proxies
from Rancher shareholders to vote to install six new directors nominated by
NSSVVO.

The Annual Meeting will be held at the principal office of Patton Boggs, LLP
which is located at 1801 California Street, Suite 4900, Denver, Colorado 80202
in late July 2009. We intend to ensure that shareholders are notified of the
date of the Annual Meeting promptly after the date is set by the Company.

NSSVVO IS SOLICITING YOUR PROXY TO VOTE AT THE ANNUAL MEETING OF THE
SHAREHOLDERS, AT WHICH NSSVVO WILL VOTE YOUR PROXY IN FAVOR OF, THE ELECTION OF
SIX NSSVVO CANDIDATES TO FILL SIX BOARD POSITIONS (JON NICOLAYSEN, ANDREI
STYTSENKO, SILVIA SOLTAN, VLADIMIR VASKEVICH, MATHIJS VAN HOUWENINGE, and A.L.
"SID" OVERTON). IF HOLDERS OF A MAJORITY OF THE SHARES OF COMMON STOCK OF THE
COMPANY SUBMIT PROXIES IN FAVOR OF THESE CANDIDATES AT THE ANNUAL MEETING, THE
NSSVVO CANDIDATES WILL BE ELECTED AS SIX OF THE DIRECTORS AT THE ANNUAL MEETING.
If the holders of less than fifty percent of Rancher's common stock sign
and return the enclosed proxies, then the current directors, who are the
Company's nominees, will be retained in office until the next annual meeting,
which may not occur until Summer of 2010.

We are mailing each registered shareholder a copy of this Proxy Statement on or
about ____________________, 2009, and you can obtain the Proxy Statement, and
any other relevant documents, for free at the SEC's web site or from NSSVVO by
calling us at 307-266-1599.

2. The NSSVVO Candidates

NSSVVO proposes to fill six positions on the board of directors with its
candidates, Jon Nicolaysen, Andrei Stytsenko, Silvia Soltan, Vladimir Vaskevich,
Mathijs van Houweninge, and A.L. "Sid" Overton.

If holders of less than a majority of Rancher's common stock sign and return the
written consent, then NSSVVO may vote the executed proxies as directed at the
Annual Meeting but may not be successful electing the NSSVVO slate of directors.

The NSSVVO candidates have furnished the following information regarding their
principal occupations and certain other matters. Each of the NSSVVO candidates
has consented to be named herein and to serve as a director if elected.

Jon Nicolaysen, 62, Director Candidate

In 1985, Mr. Nicolaysen completed the American Businessman's Exchange Program.
In 1986, he completed the W.K. Kellogg Foundations Fellowship Wyoming
Agriculture Leadership Program. In 1970, he received an MS in Business
Administration from the University of Wyoming, and in 1968, he earned his BS in
Business Administration from Colorado College.

From 1970 to the present, Mr. Nicolaysen has been Vice President and President
of Cole Creek Sheep Company, Inc., a cattle and sheep ranching and farming
operation. From 1989 to June of 2009, he was president of Parkerton Ranch, Inc.,
a cattle and sheep ranching and farming operation. From 1988 to the present,
he's been president of JK Minerals, Inc., an oil production and mineral leasing
company. From 1995 to June 2009, he was the President of Cole Creek Outfitters,
Inc., a guiding and hunting operation. From 1998 to the present he has been
President, and was a founding member of, Seven Cross Ranches, LLC; Wcamp, FLLC;
Sagebrush Land Management, FLLC, all of which are real estate development
companies.

From 2001 to 2008, Mr. Nicolaysen was a unit operator for JK Minerals, Inc. From
2004 - 2007 Mr. Nicolaysen was an operator of Big Muddy Field for Wyoming
Mineral Exploration, LLC., of which he was a founding member. From 2007 - 2008,
he was a founding member of Muddy Mineral Exploration, LLC in Wyoming. From 2008
to May 1, 2009, he was a board member of Ameriwest Energy Corp.

Andrei Stytsenko, 44, Director Candidate

In 1996, he received a degree in Petroleum Engineering from Ivano-Frankivsk
(Ukraine) Technical Oil & Gas University. From March 2008 to present, he's been
retired. From May 2006 - March 2008, Mr. Stytsenko was with Ensign Drilling in
Calgary, Alberta. From February 2004 until mid-May 2006, Mr. Stytsenko served as
founder, President, Principal Executive Officer, Treasurer, Principal Financial
Officer, and Director of Metalex Resources, Inc., which changed its name to
Rancher Energy Corp. in May 2006. From January 2000 until February 2004, Mr.
Stytsenko was the secretary and a Director of Aberdene Mines Limited. From 1985
to 1996, Mr. Stytsenko was the managing supervisor for Ivano Frankovski Drilling
Company, located in North Russia. Mr. Stytsenko's responsibilities included
drilling holes up to 13,000 feet in depth for the exploration of oil and gas.
From 1997 until 1998, Mr. Stytsenko was field supervisor for Booker Gold
Exploration located in Vancouver, British Columbia. Mr. Stytsenko's
responsibilities included core loding, assaying and mapping.

Mr. Stytsenko was recruited by Mr. Nicolaysen, because of his prior executive
and director experience, knowledge of the mineral property of the Company, and
willingness to serve and use his contacts to attempt to bring new capital and
management to Rancher.

Silvia Soltan, 30, Director Candidate

In 2001, Ms. Soltan received her BS of Arts and Science from the University of
Toronto. From January 2002 until February 2005, Ms. Soltan has worked in
Executive Customer Relations at

IBM Canada Ltd. From December 2007 to the present, she has been President of
Aden Solutions, Inc.

Vladimir Vaskevich, 31, Director Candidate

In 2005, Mr. Vaskevich received a diploma from the Sauder School of Business,
UBC in Canada. From 2001 - 2006, Mr. Vaskevich was the President of Operations
and a director of Centre City Health Recovery, Inc. From 2007 to the present, he
has been President of Riverdale Mining, Inc.

Mathijs van Houweninge, 43, Director Candidate

Mr. van Houweninge studied Cognitive Artificial Intelligence at the University
of Utrecht, The Netherlands. In 1998, he attended the Young Managers Programme
at Insead Business School in Paris. In addition to being self-employed since
1992, Mr. van Houweninge was the founder and CEO of "Effective," a Dutch
software and consultancy firm, from 1992 - 2002. From September 2007 to April
2008, Mr. van Houweninge was an associate at Advisor Falcon Capital in London.
From May 2008 to December 2008, he was a partner at Partner Falcon Capital in
London.

He currently serves as a Director of the following companies and organizations:
Nieuwe Regentesseschool, a Dutch primary school (Utrecht, November 2004,
non-profit); Blackwater Midstream Corp., a midstream gas storage facility (New
Orleans, May 2008, listed); Cybercity 3D, a 3D modeling and marketing company
(El Segundo, February 2008, non-listed); SkyPostal Networks, Inc., an air
courier services company (Miami, April 2008, listed); IonIP bv, a network and
business intelligence technology firm (Amsterdam, June 2008, non-listed); and
Skillcity, an ICT support organization (Utrecht, August 2008, non-profit).

A.L. Sid Overton, 68, Director Candidate

In 1964, Mr. Overton received his B.A. from the University of North Dakota. In
1966, he earned his L.L.B. from the University of North Dakota School of Law,
and in 1969, he earned his J.D. from the University of North Dakota School of
Law. Since 1998, Mr. Overton has worked as a lawyer for Overton & Associates,
LLC.

NSSVVO candidates beneficially own the following number of shares of Rancher
common stock:

Beneficial Ownership of Rancher Shares
------------------------------------------------------------
Name Number Nature Percentage(1)
- --------------------------------- -------------------- ------------------ --------------------

Jon Nicolaysen 700,000 Direct less than 1%

139 W. 2nd St., Ste. #3D
Casper, WY 82601

Andrei Stytsenko 0 -- --
17 Olimpia Court
St. Albert, Alberta
Canada T8T 6P4

Silvia Soltan 0 -- --
Aden Solutions, Inc.
70 Chapman Road
Toronto, Ontario
Canada M9P 1E7

Vladimir Vaskevich 11,200 Indirect (2) less than 1%
Riverdale Mining, Inc.
20 Carl Crescent
Toronto, Ontario
Canada M1W 3R2

Mathijs van Houweninge 1,200,000(3) Direct 1%
Schoolstraat 6
3581 PS Utrecht
Netherlands

A.L. Sid Overton 0 -- --
Overton & Associates, LLC
6950 E. Belleview Ave., St. 202
Greenwood Village, CO 80111

All candidates as a group 1,911,200 1.5%

(1) Percentages are based on an aggregate 119,516,723 shares issued and
outstanding as of June 2, 2009.

(2) Mr. Vaskevich beneficially owns 10,000 shares of Rancher through 6160638
Canada, Inc. and beneficially owns 1,200 shares of Rancher through Metro
Assessment.

(3) Mr. van Houweninge owns 600,000 shares and 600,000 warrants exercisable at
$0.75.

(4) Held in the name of his spouse, Oksana Guyemon.

There are no material proceedings in which any of the NSSVVO candidates are a
party adverse to Rancher or material proceedings in which the candidates have an
interest adverse to Rancher. Except for Andrei Stytsenko, founder, former
President and a director of Metalex Resources, Inc. (which changed its name to
Rancher) from February 2004 (inception) through mid-May 2006, none of the
candidates have previously been employed or engaged as an independent contractor
by Rancher nor as an officer or director of Rancher. There are no arrangements
or understandings between any of the candidates and any other party pursuant to
which any candidate was or is to be selected as a director or candidate, nor are
there any such arrangements within Item 5(b)(1)(viii) of Schedule 14A.

In 2008, Jon Nicolaysen was reimbursed, at cost, for two fee leases which he
assigned to Rancher as part of the sale and costs associated with getting the
leases. Mr. Nicolaysen was a shareholder and wanted to contribute to the
Company, without compensation, in hope that it would enhance value of the
Company and his stock. The sale took place as part of a package in 2007 but was
not executed until late 2007, and he was reimbursed in 2008.

3. Nomination and Quorum Requirements; Voting Procedures

Election of the NSSVVO candidates to Rancher's Board of Directors under the
terms contemplated by this proxy statement requires (1) the holding of the
Annual Meeting, which Rancher has indicated by its filed Proxy Statement may be
held in late July 2009, and (2) the election of the NSSVVO candidates by
affirmative vote of a majority of the votes cast by the shareholders at the
Annual Meeting. The presence in person or by proxy of holders of at least a
majority of Rancher shares entitled to vote at the Annual Meeting will
constitute a quorum.

Based on publicly available information, NSSVVO believes that Rancher common
stock is the only class of voting shares of Rancher and that all outstanding
shares will be entitled to vote at the Annual Meeting. Each share will be
entitled to one vote. The accompanying proxy will be voted in accordance with
the shareholder's instructions on such proxy. Each shareholder may join with
NSSVVO in the election of the six NSSVVO candidates, or the shareholder may
withhold its vote by failing to return the enclosed proxy. We do not anticipate
that any other business will be conducted at the Annual Meeting, but if Rancher
properly brings additional business before the Annual Meeting or any adjournment
or postponement thereof, we will have no authority to act on those other matters
for you under this proxy.

NSSVVO URGES SHAREHOLDERS TO SIGN THE ENCLOSED YELLOW PROXIES AND RETURN THEM
PROMPTLY. NSSVVO ALSO URGES YOU TO VOTE FOR ELECTION OF THE NSSVVO CANDIDATES TO
BRING NEW BOARD MEMBERS WITH BOARD EXPERIENCE AND PERSPECTIVES TO THE BOARD TO
CUT EXPENSES, TO

RENEGOTIATE DEBT, AND TO BRING NEW MANAGEMENT. IF NO DIRECTION IS GIVEN AND YOU
RETURN THE SIGNED PROXY TO US, IT WILL BE VOTED FOR THE ELECTION OF THE NSSVVO
CANDIDATES. SHARES NOT VOTED, AND SHARES VOTED TO ABSTAIN FROM THE VOTE WILL NOT
BE TAKEN INTO ACCOUNT IN DETERMINING THE OUTCOME OF THE ELECTION OF DIRECTORS,
SO LONG AS A QUORUM IS PRESENT.

According to Rancher's Preliminary 14A filed on June 10, 2009, there were
119,516,723 shares of Rancher common stock outstanding as of June 2, 2009. Based
upon NSSVVO's review of publicly available EDGAR filings, to NSSVVO's knowledge,
the shareholders set forth below beneficially owned as of June 2, 2009, more
than five percent of the outstanding shares of Rancher common stock and the
executive officers and directors of Rancher beneficially owned as of June 2,
2009, the number of shares of Rancher common stock set forth below. We have no
means to determine if, between then and the date of this proxy statement, any
shares have been purchased or sold by the individuals identified in the table
below, except from any public filings.

DIRECTORS, OFFICERS, AND 5% BENEFICIAL OWNERS

Name and Address of Beneficial Number of Shares Percent of Common
Owner Beneficially Owned (1), (2) Stock Outstanding (3)
- -------------------------------------------- ------------------------------------- ---------------------------------

John H. Works, 3,350,000 2.8%
Director, President, CEO, CFO,
Secretary, and Treasurer (4)
999-18th Street, Suite 3400
Denver, Colorado 80202

William A. Anderson, 1,078,106 less than 1%
Director (5)
999-18th Street, Suite 3400
Denver, Colorado 80202

Joseph P. McCoy 1,199,577 1%
Director (6)
999-18th Street, Suite 3400
Denver, Colorado 80202

Patrick M. Murray, 761,345 less than 1%
Director (7)
999-18th Street, Suite 3400
Denver, Colorado 80202

Richard E. Kurtenbach, 150,000 less than 1%
Chief Accounting Officer (10)
999-18th Street, Suite 3400
Denver, Colorado 80202

Hound Partners LLC, Hound 13,228,463 11.07%
Performance, LLC, Jonathan
Auerbach (11)
101 Park Avenue, 48th Floor
New York, NY 10178

Hound Partners, LP, (12) 7,349,072 6.15%
101 Park Avenue, 48th Floor
New York, NY 10178

Hound Partners Offshore Fund, LP 8,456,057 7.07%
(13)
101 Park Avenue, 48th Floor
New York, NY 10178

Persistency, Persistency Capital, 10,227,781 8.56%
LLC, Andrew Morris (14)
c/o 1270 Avenue of the Americas,
Suite 2100
New York, NY 10020

The Bessemer Group, Incorporated, 11,329,358 9.48%
Bessemer Trust Company, N.A.,
Bessemer Investments Management,
LLC, Old Westbury Real Return
Fund (15)

Sergei Stetsenko (16) 8,896,000 7.44%
Paradeplatz 4
Zurich 8001 Switzerland

(1) Under SEC Rule 13d-3, a beneficial owner of a security includes any person
who, directly or indirectly, through any contract, arrangement, understanding,
relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and

(ii) investment power, which includes the power to dispose or direct the
disposition of shares. Certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire the shares
(for example, upon exercise of an option) within 60 days of the date as of which
the information is provided. In computing the percentage ownership of any
person, the amount of shares outstanding is deemed to include the amount of
shares beneficially owned by such person (and only such person) by reason of
these acquisition rights. As a result, the percentage of outstanding shares of
any person as shown in this table does not necessarily reflect the person's
actual ownership or voting power with respect to the number of shares of common
stock actually outstanding on the date of this Proxy Statement.

(2) Except as indicated in the footnotes below, each person has sole voting and
dispositive power over the shares indicated.

(3) Percentages are based on an aggregate 119,516,723 shares issued and
outstanding as of June 2, 2009.

(4) Of this total, Mr. Works does not claim beneficial ownership or control of
75,000 shares, which have been previously gifted by Mr. Works to a family
member. Mr. Works also has beneficial ownership and control over 25,000 shares
of common stock that are held by The David Works Family Trust of which he is the
trustee and 175,000 shares that are held by trusts for the benefit of his minor
children of which he is the trustee.

(5) Includes options held by Mr. Anderson to purchase 4,000 shares of Common
Stock for $1.02 per share that will expire on April 20, 2017. 100,000 shares
held directly by Mr. Anderson are subject to the right of forfeiture and vested
20% (or 20,000 shares) upon grant and 20% on each one year anniversary
thereafter. Mr. Anderson also has beneficial ownership and control over 10,000
shares of common stock held by Anderson Securities Corp.

(6) Includes options held by Mr. McCoy to purchase 4,000 shares of Common Stock
for $1.02 per share that will expire on April 20, 2017. 100,000 shares held by
Mr. McCoy are subject to the right of forfeiture and vested 20% (or 20,000
shares) upon grant and 20% on each one year anniversary thereafter.

(7) Includes options held by Mr. Murray to purchase 4,000 shares of Common Stock
for $1.02 per share that will expire on April 20, 2017. 100,000 shares held by
Mr. Murray are subject to the right of forfeiture and vested 20% (or 20,000
shares) upon grant and 20% on each one year anniversary thereafter.

(8) Includes options held by Mr. Sheinfeld to purchase 4,000 shares of Common
Stock for $1.02 per share that will expire on April 20, 2017. 100,000 shares
held by Mr. Sheinfeld are subject to the right of forfeiture and vested 20% (or
20,000 shares) upon grant and 20% on each one year

anniversary thereafter.

(9) Includes options held by Mr. Worthey to purchase 10,000 shares of Common
Stock for $1.63 per share that will expire on February 16, 2012. 100,000 shares
held by Mr. Worthey are subject to the right of forfeiture and vested 20% (or
20,000 shares) upon grant and 20% on each one year anniversary thereafter.

(10) Mr. Kurtenbach has options to purchase 450,000 shares of common stock at an
exercise price of $0.45 per share, which vest 33-1/3% on August 27, 2008,
33-1/3% on August 27, 2009, and 33-1/3% on August 27, 2010. These options expire
on August 27, 2012.

(11) Jonathan Auerbach, as managing member of Hound Performance, LLC, the
general partner for both Hound Partners, LP and Hound Partners Offshore Fund LP,
has voting power and investment control over shares of stock owned by Hound
Partners LP and Hound Partners Offshore Fund LP. Information obtained from a
Schedule 13G filed February 13, 2009.

(12) Jonathan Auerbach, as managing member of Hound Performance, LLC, the
general partner for both Hound Partners, LP and Hound Partners Offshore Fund LP,
has voting power and investment control over shares of stock owned by Hound
Partners LP and Hound Partners Offshore Fund LP. Includes Warrant to purchase
1,326,400 shares of common stock at an exercise price of $1.50 per share and
expire March 30, 2012. Information obtained from a Schedule 13G filed February
13, 2009.

(13) Jonathan Auerbach, as managing member of Hound Performance, LLC, the
general partner for both Hound Partners, LP and Hound Partners Offshore Fund LP,
has voting power and investment control over shares of stock owned by Hound
Partners LP and Hound Partners Offshore Fund LP. Includes Warrant to purchase
1,340,266 shares of common stock at an exercise price of $1.50 per share and
expire March 30, 2012. Information obtained from a Schedule 13G filed February
13, 2009.

(14) Includes warrants to purchase 3,333,333 shares of common stock at an
exercise price of $1.50 per share and expire March 30, 2012. Information
obtained from a Schedule 13G filed February 13, 2009.

(15) Information obtained from a Schedule 13D filed April 7, 2008.

(16) Information obtained from a Schedule 13D filed February 5, 2009.

4. Voting Your Shares and Revocability of Proxy

You may vote on the proxy even if you have previously voted a proxy provided to
you by Rancher. You may change your vote after you have submitted a proxy - only
your latest dated proxy counts. Execution and delivery of a proxy by a record
holder of shares will be presumed to

be a proxy with respect to all shares held by such record holder on the record
date of the Annual Meeting unless the proxy specifies otherwise. Only holders of
record as of the record date of the Annual Meeting will be entitled to vote. If
you are a shareholder of record at the close of business on the record date, you
will retain your voting rights for the Annual Meeting even if you sell your
shares after the record date. Accordingly, it is important that you grant a
proxy to vote the shares held by you on the record date, even if you sell your
shares after the record date.

Your proxy to vote at the Annual Meeting is revocable, and you may revoke your
proxy at any time prior to its exercise by attending the Annual Meeting and
voting in person (although attendance at the Annual Meeting will not in and of
itself constitute revocation of a proxy), by giving oral notice of revocation of
your proxy at the Annual Meeting, or by delivering a written notice of
revocation or a duly executed proxy relating to the matters to be considered at
the Annual Meeting and bearing a date later than the date on your signed proxy
to the Secretary of Rancher at 999 18th Street, Suite 3400, Denver, Colorado
80202.

Unless revoked in the manner set forth above, your proxy to demand the Annual
Meeting will be submitted by NSSVVO in connection with its demand for the Annual
Meeting. Your proxy for the election of Directors nominated by NSSVVO at the
Annual Meeting will be voted at the Annual Meeting in accordance with your
instructions. In the absence of such instructions, your proxy will be voted for
election of the NSSVVO candidates.

PLEASE REVIEW VOTING INSTRUCTIONS ON THE ATTACHED YELLOW PROXIES. YOUR VOTE IS
IMPORTANT. WE URGE YOU TO JOIN WITH NSSVVO IN ITS VOTE FOR TO ELECT THE NSSVVO
CANDIDATES TO THE BOARD OF DIRECTORS BY SIGNING, DATING, AND RETURNING THE
ENCLOSED YELLOW PROXIES TODAY, BECAUSE NSSVVO BELIEVES THAT IT IS IN THE BEST
FINANCIAL INTEREST OF THE SHAREHOLDERS TO CHANGE THE BOARD AND MANAGEMENT.

If you have any questions about the voting of shares, please call Jon Nicolaysen
at 307-262-0855.

5. Solicitation of Proxies

Proxies will be solicited by mail, telephone, facsimile, e-mail, or in person.
Information regarding executive officers, employees, and other representatives
of NSSVVO who may solicit proxies or assist in the solicitation of proxies is
set forth in the table below. We have not retained the services of anyone to
assist in obtaining proxies from brokers and nominees of stockholders. The
estimated cost of copying and mailing services is approximately $9,000 plus
out-of-pocket expenses. Proxies may also be solicited in person, by telephone or
electronically by the NSSVVO candidates who will not receive any additional
compensation for such solicitation. The entire expense of soliciting proxies for
NSSVVO Director Candidates for the Annual Meeting is being borne by NSSVVO.
NSSVVO will not seek reimbursement for such expenses from Rancher. Costs of this
solicitation of proxies are expected to be approximately $30,000, primarily in
legal, solicitation, and mailing costs. Total incurred to date in furtherance of
or in connection with the

solicitation of proxies is approximately $10,000.

NSSVVO candidates beneficially own the following number of shares of Rancher
common stock:

Jon Nicolaysen 700,000 Direct less than 1%

Andrei Stytsenko 125,500(4) Indirect less than 1%

Silvia Soltan 0 -- --

Vladimir Vaskevich 11,200 Indirect(2) less than 1%

Mathijs van Houweninge 1,200,000(3) Direct 1%

A.L. Sid Overton 0 -- --

All candidates as a group

2,036,700 1.7%

(1) Percentages are based on an aggregate 119,516,723 shares issued and
outstanding as of June 2, 2009.

(2) Mr. Vaskevich beneficially owns 10,000 shares of Rancher through 6160638
Canada, Inc. and beneficially owns 1,200 shares of Rancher through Metro
Assessment.

(3) Mr. van Houweninge owns 600,000 shares and 600,000 warrants exercisable at
$0.75.

(4) Held in name of spouse, Oksana Guyemon.

See the table below for list of potential solicitors and their holdings of
Rancher's common stock.

The table above under Section 2, entitled "NSSVVO Candidates," sets forth the
name and present principal occupation or employment of the individuals known
collectively as NSSVVO who may solicit proxies and who are the NSSVVO Candidates
for director. The business address of each such person is shown. Jon Nicolaysen
is a citizen of the United States. Andrei Stytsenko, Silvia Soltan, and Vladimir
Vaskevich are citizens of Canada. Mathijs van Houweninge is a citizen of The
Netherlands.

To the extent the matters to be acted upon at the Annual Meeting may have an
effect on the future business of Rancher, the individuals identified in the
table may be deemed to have an

interest in such matters as a result of their ownership of shares of Rancher's
common stock.

The NSSVVO candidates identified in the table in Section 2 and in the above
table collectively own the beneficial interests as shown in the table.
Therefore, if the solicitation of proxies is successful, such persons will
receive indirect benefits from any subsequent director compensation allowed or
approved.

6. Shareholder Proposals for the Annual Meeting

Under Article I, Section 3 of Rancher's Bylaws, only those matters that are
described in the notice of the Annual Meeting may be considered at the Annual
Meeting. NSSVVO does not intend to request the conduct of any business at the
Annual Meeting other than the election of the NSSVVO candidates. It is possible,
however, that Rancher or other shareholders may request or demand the inclusion
of additional agenda items, in which case additional matters may be described in
the notice of the Annual Meeting.

Under Article I, Section 3 of Rancher's Bylaws, the date of the Annual Meeting
must be no earlier than 10 days and no later than 90 days after the date of the
notice of the Annual Meeting.

7. Certain Relationships and Related Transactions

None of the NSSVVO candidates, their immediate family members, any corporation
or organization of which any of the candidates is an executive officer or
partner, or is directly or indirectly the beneficial owner of 10 percent or more
of any class of equity securities, or any trust or other estate in which any of
the candidates has a substantial beneficial interest or serves as a trustee or
in a similar capacity, has been indebted to Rancher or its subsidiaries at any
time.

None of the relationships regarding the NSSVVO candidates described under Item
404(b) of Regulation S-K exists or has existed, there are no relationships
involving any of the NSSVVO candidates that would have required disclosure under
Item 402(j) of Regulation S-K had the NSSVVO candidates been directors of
Rancher.

8. Compensation of Directors

The following table was filed in the Proxy Statement of Rancher filed by the
Company with the SEC on June 10, 2009.

EXECUTIVE COMPENSATION

Summary Compensation Table

Name and Fiscal Year Salary Bonus Option All Other Total
Principal Position Awards Compensation
(A) (B)
- ------------------------ --------------- --------------- ------------- --------------- -------------------- -------------

John H. Works 2009(F) $225,000 --- --- $9,000 $234,000
President, CEO, 2008 $225,000 $22,500 --- $9,000 $256,500
and CFO (C)

Richard E. 2009(F) $175,000 --- --- $7,000 $182,000
Kurtenbach 2008 $105,449 $17,500 $94,756 $599 $218,304
Chief Accounting
Officer (D)

Andrew Casazza 2009(F) $13,333 --- --- $14,621 $27,954
COO (E) 2008 $160,000 $16,000 --- $6,400 $182,400

(A) The amount in this column reflects the total grant date fair value for
financial statement reporting purposes for awards granted in the fiscal year
ended March 31, 2008, in accordance with FAS 123(R). Please refer to Note 7 of
the Notes to Financial Statements of our audited financial statements for the
fiscal year ended March 31, 2008, which begin on page F-18, for a discussion of
the assumptions made in the valuation of the stock option awards.

(B) For Mr. Works and Mr. Kurtenbach, Other Compensation represents
contributions to their respective 401(k) accounts. For Mr. Casazza, Other
Compensation represents contributions to his 401(k) account and payment for
accrued but unused vacation as of his termination.

(D) Mr. Kurtenbach was appointed our Chief Accounting Officer on August 3, 2007.

(E) Mr. Casazza resigned from his position as our Chief Operating Officer
effective April 30, 2008.

(F) All amounts reflected for the fiscal year ended March 31, 2009 are
unaudited.

On June 10, 2009, Rancher filed the following information regarding Employment
Agreements.

Employment Agreements; Potential Payments Upon Termination or Change-in-Control

Employment Agreements

Rancher entered into an employment agreement with John H. Works, dated June 1,
2006, pursuant to which he agreed to become Rancher's President, Chief Executive
Officer, and a member of our Board of Directors. The term of Mr. Works'
agreement is two years, beginning May 15, 2006. The agreement shall
automatically be renewed for two year terms unless prior to the commencement of
the additional term: (i) either party gives thirty days' written notice of such
party's desire to terminate the agreement or (ii) the parties cannot agree to
mutually acceptable terms for the additional term. Rancher amended Mr. Works'
employment agreement on March 14, 2007 pursuant to which Rancher pays him an
annual salary of $225,000 per year. Under Mr. Works' agreement as amended,
Rancher reimburses him for out-of-pocket expenses incurred by him up to $10,000
per month and pays him an automobile allowance of $400 per month. In conjunction
with his employment and as an incentive to become our President and Chief
Executive Officer, Rancher granted to Mr. Works, under his employment agreement,
an option to purchase 4,000,000 shares of Rancher's common stock at a price of
$0.00001 per share. The options vested 1,000,000 shares upon grant and vested
250,000 shares quarterly thereafter, beginning June 1, 2006 through May 31,
2009. As of May 31, 2009, all of Mr. Works' options to purchase 4,000,000 shares
of Rancher's common stock have been exercised.

On August 3, 2007, Rancher entered into an employment agreement with Richard E.
Kurtenbach to become its Chief Accounting Officer. Pursuant to the employment
agreement, Mr. Kurtenbach will receive a base salary of $175,000 and a year end
bonus to be determined by its Board of Directors. Mr. Kurtenbach began his
employment with Rancher on August 27, 2007 and he was granted on that date an
option to purchase 450,000 shares of Rancher's common stock at an exercise price
of $0.45 per share. The options vests annually over a three-year period from the
date of grant, and will be exercisable for a term of five years, subject to
early termination of Mr. Kurtenbach's employment with Rancher. In addition, Mr.
Kurtenbach is entitled to the coverage or benefits under any and all employee
benefit plans maintained by Rancher.

On October 6, 2006, Rancher promoted Andrew Casazza to Chief Operating Officer
effective October 3, 2006. In connection with this promotion, on October 23,
2006, Rancher entered into a three-year employment agreement ending on October
31, 2009 with Mr. Casazza for his employment as its Chief Operating Officer.
Under Mr. Casazza's employment agreement, Mr. Casazza was entitled to receive a
base salary of $100,000, which was subsequently increased on March 14, 2007 to
$160,000 per year. Mr. Casazza was eligible to receive a discretionary bonus for
each calendar year during the term and is entitled to the coverage or benefits
under any and all employee benefit plans maintained by Rancher. On October 2,
2006, Rancher granted Mr. Casazza an option to purchase 750,000 shares of its
common stock at an exercise price of $1.75 per share. Mr. Casazza's option
vested 25% on the date of grant and was to vest 25% on each anniversary date
thereafter. Mr. Casazza resigned his position as Rancher's Chief Operating
Officer effective April 30, 2008.

Potential Payments Upon Termination or Change-in-Control

Under Mr. Works' employment agreement, if Mr. Works' employment is terminated by
Rancher for cause, Rancher is obligated to pay Mr. Works, within 30 days after
the date of his termination, a lump sum payment in the amount equal to the sum
of the accrued but unpaid base salary through the date of termination plus any
unpaid approved expenses. If Mr. Works' employment is terminated by Rancher
without cause, it is obligated to pay Mr. Works, within 30 days after the date
of his termination, a lump sum payment an amount equal to the sum of three
months base salary plus any unpaid approved expenses.

If Rancher terminates the employment of Mr. Kurtenbach for cause, Rancher is
obligated to pay him no later than ten days following the date of termination, a
lump sum equal to Mr. Kurtenbach's accrued base salary through the date of
termination, and any and all accrued vacation pay, and accrued benefits through
the date of termination. If Rancher terminates the employment of Mr. Kurtenbach
without cause or if he resigns for good reason, Mr. Kurtenbach is entitled to
receive (i) his base salary accrued through the date of termination, (ii) any
and all accrued vacation and accrued benefits through the date of termination
and (iii) his base salary at the rate in effect on the date of notice of
termination for a period of six months thereafter.

The following table describes and quantifies certain compensation that would
become payable under the existing employment agreements with Rancher's executive
officers if their employment had been terminated on March 31, 2009 by Rancher
without cause, or by Mr. Works or Mr. Kurtenbach for good reason given each of
their compensation and service levels as of such date and, if applicable, based
on Rancher's closing stock price on that date:

By By Officer
Company for
Without Good
Cause Reason
------- ----------
Mr. Works $56,250 --

Mr. Kurtenbach $87,500 $87,500

In their 14A Proxy Statement filed on June 10, 2009, Rancher filed the following
information regarding Outstanding Equity Awards.

Outstanding Equity Awards at Fiscal Year-end Table

The following table sets forth certain information regarding stock options held
by the named executive officers as of March 31, 2009. All amounts are unaudited.

Name Option Awards
- ----------------------------- ------------------------------------------------------------------------------------------
Number of Number of Option Option
Securities Securities Exercise Price Expiration
Underlying Underlying Date
Unexercised Unexercised
Options (#) Options (#)(A)
Exercisable Unexercisable
------------------------- ----------------------- ------------------- ------------------

John H. Works 250,000 250,000 $0.00001 None
Richard E. Kurtenbach 150,000 300,000 $0.45 8/27/12

(A) Mr. Works' options vested 250,000 shares quarterly for each quarter ended
from August 31, 2006 through May 31, 2009. Mr. Kurtenbach's options vest 150,000
shares annually from August 27, 2008 through August 27, 2010.

Director Compensation

According to the Preliminary 14A Proxy Statement filed by Rancher on June 10,
2009, the non- employee Directors of Rancher for the last fiscal year, which
ended March 31, 2009, were compensated using a mix of compensation, including:
an annual retainer paid in shares of common stock, meeting fees and committee
chair fees. Directors who are Rancher's employees receive no additional
compensation for serving on the Board of Directors.

Cash Compensation and Equity Compensation

According to the Preliminary 14A Proxy Statement filed by Rancher on June 10,
2009, all non-employee Directors receive $45,000 annual compensation, which is
paid quarterly in shares of Rancher's common stock and is priced at the fair
market value at the end of each fiscal quarter represented by the closing price
on the last trading day of the quarter. Each non-employee Director also receives
$6,000 per year, plus reasonable out of pocket expenses, to attend Board of
Directors meetings. If a non-employee Director is a member of a committee, he or
she receives $4,000 per year for committee meetings. A committee chairman
receives $6,000 per year, except an audit committee chairman receives $10,000
per year. Meeting payments are made quarterly and a Director may receive stock
in lieu of cash under the 2006 Stock Incentive Plan, which will be computed
using the ratio of $1.50 of Rancher's common stock for each $1.00 to be paid in
cash to the Director. In addition to the above compensation, each non-employee
director received in conjunction with his joining the Board of Directors a stock
grant of 100,000 shares of Rancher's common stock that vests 20% (20,000 shares)
on the date of grant with vesting 20% per year thereafter.

The following tables and footnotes were filed in Rancher's Preliminary 14A Proxy
Statement.

The following table contains information pertaining to the compensation of our
non-employee

Directors during the fiscal year ended March 31, 2009. All amounts are
unaudited.

Name Fees Earned Stock Option All Other Total
Or Paid In Awards (A) Awards Compensation
Cash
- ------------------------------------- ------------------ ----------------- ------------ ------------------- ------------

William A. Anderson $-- $49,500 -- -- $49,500
Joseph P. McCoy $-- $56,250 -- -- $56,250
Patrick M. Murray $12,000 $33,750 -- -- $45,750
Myron M. Sheinfeld $12,000 $33,750 -- -- $45,750
Mark A. Worthey $3,500 $44,250 -- -- $47,750

(A) Stock Awards compensation reflects the grant date fair value as measured in
accordance with FAS 123(R). During the fiscal year ended March 31, 2009, each
director received the following shares of common stock during the last fiscal
year as fees for his service on our Board of Directors and committees (as the
case may be): Mr. Anderson received 797,840 shares; Mr. McCoy received 906,638
shares; Mr. Murray received 543,982 shares; Mr. Sheinfeld received 543,982
shares; and Mr. Worthey received 595,917 shares.

The following table contains information pertaining to the compensation of our
non-employee Directors during the year ended March 31, 2008.

Name Fees Earned Stock Option All Other Total
Or Paid In Awards (A) Awards Compensation
Cash
- ----------------------------------- ------------------- ----------------- ------------ ------------------- -------------

William A. Anderson $-- $66,000 $6,227 $102,000 $174,227
Joseph P. McCoy $-- $75,000 $6,227 $102,000 $183,227
Patrick M. Murray $16,000 $45,000 $6,227 $102,000 $169,227
Myron M. Sheinfeld $16,000 $45,000 $6,227 $102,000 $169,227
Mark A. Worthey -- $66,000 -- $109,000 $175,000

(A) Stock Awards compensation reflects the grant date fair value as measured in
accordance with FAS 123(R). During the fiscal year that ended March 31, 2008, we
granted each director 100,000 shares of restricted stock in conjunction with his
joining the Board of Directors that vested 20% on the date of grant and vests
20% per anniversary date thereafter. In addition to the foregoing restricted
stock grant, each director received the following shares of common stock during
the last fiscal year as fees for his service on our Board of Directors and
committees (as the case may be): Mr. Anderson received 166,266 shares; Mr.,
McCoy received 188,939 shares; Mr. Murray

received 113,363 shares; Mr. Sheinfeld received 113,363 shares; and Mr. Worthey
received 166,266 shares.

(B) Option Award compensation reflects the total grant date fair value as
measured in accordance with FAS 123(R). On April 20, 2007, we granted Mr.
Anderson, Mr. McCoy, Mr. Murray and Mr. Sheinfeld 10,000 stock options each,
with an exercise price per share of $1.02, the fair market value of our common
stock on the date of grant. The options vest 20% per year on each of the first
five anniversary dates of the grant date and are exercisable for a ten-year
term. Please refer to Note 7 of the Notes to Financial Statements of our audited
financial statements on Form 10-K for the fiscal year ended March 31, 2008,
which begin on page F-18, for a discussion of the assumptions made in the
valuation of the stock option awards.

(C) This compensation is for stock awards for director appointment fees and
reflects the grant date fair value as measured in accordance with FAS 123(R).
During the fiscal year that ended March 31, 2008, we granted each director
100,000 shares of restricted stock in conjunction with his joining the Board of
Directors that vested 20% on the date of grant and vests 20% per anniversary
date thereafter.

On June 10, 2009, Rancher filed the following information and table regarding
its Equity Compensation Plan in a Preliminary 14A Proxy Statement.

Equity Compensation Plan Information

The following table sets forth information as of March 31, 2009, with respect to
compensation plans (including individual compensation arrangements) under which
equity securities of the Company that are authorized for issuance, aggregated as
follows (all amounts are unaudited):

Number of
securities
remaining
available for
Weighted- future issuance
Number of average under equity
securities to be exercise price compensation
issued upon exercise of outstanding plans (excluding
of outstanding options, securities
options, warrants warrants and reflected in
Plan Category and rights (a) rights (b) column (a)) (c)
- ------------------------------------------- -------------------------- -------------------- ------------------------

Equity compensation plans approved 576,000 $0.61 9,424,000
by security holders

Equity compensation plans not 500,000 $0.00001 -0-
approved by security holders

Total 1,076,000 $0.32 9,424,000

PRINCIPAL ACCOUNTANT FEES AND SERVICES

On June 10, 2009, Rancher filed the following information and table regarding
its Equity Compensation Plan in a Preliminary 14A Proxy Statement.

Auditors

Currently, Rancher has selected Hein & Associates LLP ("Hein") as its
independent registered public accounting firm for the fiscal years ended March
31, 2009 and 2010. During the two most recent fiscal years and subsequent
interim period prior to its selection as independent accountants, Hein had not
been consulted by Rancher on any of the matters referenced in Regulation S-K
Item 304(a)(2)(i) or (ii).

A representative of Hein is not expected to be present at the Annual Meeting.

Auditor's Fees

The following table describes fees for professional audit services rendered by
Hein, Rancher's principal accountant, for the audit of Rancher's annual
financial statements for the years ended March 31, 2009, March 31, 2008 and
March 31, 2007 and fees billed for other services rendered by Hein during the
2009, 2008 and 2007 fiscal years. (Fiscal 2009 amounts represent total fees
including actual fees incurred and estimates of fees to be incurred to complete
the described work.)

Type of Fee Fiscal 2009 Fiscal 2008 Fiscal 2007
- ------------------------------- ------------------------- ------------------------- -----------------------

Audit Fees (1) $113,00 $171,413 $293,295

Audit - Related Fees (2) 7,000 36,733 40,740

Tax Fees (3) 10,000 21,210 1,660

All Other Fees - - -
Total $130,000 $229,356 $335,695

1. Audit Fees include the aggregate fees incurred by Rancher for professional
services rendered by Hein for the audit of Rancher's annual financial
statements, review of financial statements included in our Forms 10-Q and 1933
Act filings for the 2009, 2008 and 2007 fiscal years

2. Audit - Related Fees include the aggregate fees incurred by Rancher for
professional services rendered by Hein for their audit of the pre-predecessor
revenue and expenses, review of proxy and S-1 Registration Statement and SEC
comment letters.

3. Tax Fees include the aggregate fees incurred by Rancher for professional
services rendered by Hein for tax compliance and tax planning for the 2009, 2008
and 2007 fiscal years.

Director Fees

If elected, NSSVVOcandidates shall receive a reduced director fee from the
current rates. Moreover, the NSSVVO candidates intend to discontinue the payment
of director fees at the rates paid to the existing directors. Each candidate's
beneficial ownership of Rancher shares are set forth in Table II in Section 2
above. Each of the NSSVVO candidates, if elected, will be indemnified for
service as a director to the same extent indemnification is provided to other
directors under Rancher's governing documents. Also, upon election, the NSSVVO
candidates intend to be covered by Rancher's officer and director liability
insurance. The NSSVVO candidates, if elected, may consider and adopt a new
director compensation arrangement, although at reduced rates from present rates,
which could be in the form of an option or stock.

None of the NSSVVO candidates has received any material cash compensation, cash
bonuses, deferred compensation, compensation pursuant to plans, or other
material compensation, from, or in respect of, services rendered on behalf of
Rancher, or is subject to any arrangement described in Item 402 of Regulation
S-K under the Securities Act of 1933 (Regulation S-K).There is no other material
arrangement pursuant to which any NSSVVO candidate was compensated for services
during Rancher's last fiscal year.

9. Other Matters

NSSVVO is not aware of any other substantive matter to be considered at the
Annual Meeting. However, if any other matter comes before the Annual Meeting,
NSSVVO will vote the proxies only for the matters contained in the Proxy form
and consistent with federal proxy rules. The information concerning Rancher
contained in this proxy statement has been taken from, or is based upon,
publicly available information. Although NSSVVO does not have any information
that would indicate information contained in this proxy statement that has been
taken from such documents is inaccurate or incomplete, NSSVVO has no way to
verify or assess the reliability, accuracy, or completeness of such information.
To date, NSSVVO has had only limited access to the books and records of Rancher.

If we are unsuccessful in our solicitation of proxies, we will continue to do
what we can to advocate appropriate changes in Rancher's management and
direction, but we do not plan on making any further proxy solicitations or other
attempts to gain control of Rancher.

None of the NSSVVO candidates or their affiliates have purchased stock in
Rancher over the past two years in any transactions, except that Mr. Stytensko's
spouse, Oksana Stytensko, purchased 125,500 shares in December 2008 in a market
transaction.

10. Your Action Required

YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, no
matter how many shares you own, please give NSSVVO your proxy to vote for the
election of the NSSVVO candidates by taking the following two steps:

1. SIGN THE ENCLOSED YELLOW PROXY TO VOTE FOR THE ELECTION OF THE SIX NSSVVO
CANDIDATES TO FILL THE SIX POSITIONS ON THE BOARD.

2. MAIL THE SIGNED YELLOW PROXIES TODAY IN THE ENVELOPE PROVIDED. (No Postage is
required if mailed in the United States.

(Preliminary Copy)
Proxy for Director candidates at
Annual Meeting of Shareholders of Rancher Energy Corp.

The undersigned hereby appoints Jon Nicolaysen with full power of substitution,
as proxies of the undersigned to vote at the Annual Meeting for Jon Nicolaysen,
Andrei Stytsenko, Silvia Soltan, Vladimir Vaskevich, Mathijs van Houweninge, and
A.L. "Sid" Overton as director candidates at the Annual Meeting of the
shareholders of Rancher Energy Corp., a Nevada corporation ("Rancher") in
opposition to six of the Rancher nominees.

THIS PROXY IS BEING SOLICITED ON BEHALF OF NSSVVO, AND NOT ON BEHALF OF THE
COMPANY'S BOARD OF DIRECTORS. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE JOINED
WITH OTHER PROXIES TO VOTE IN FAVOR OF JON NICOLAYSEN, ANDREI STYTSENKO, SILVIA
SOLTAN, VLADIMIR VASKEVICH, MATHIIJS VAN HOUWENINGE, AND A.L. SID OVERTON AS
DIRECTOR CANDIDATES AT THE ANNUAL MEETING OF THE SHAREHOLDERS OF THE COMPANY.

The undersigned hereby acknowledges receipt of the Proxy Statement dated
___________, 2009, of NSSVVO, relating to the Annual Meeting of Rancher Energy
Corp.

Director candidates: Jon Nicolaysen, Andrei, Stytsenko, Silvia Soltan, Vladimir
Vaskevich, Mathijs van Houweninge, and A.L. "Sid" Overton

[_] FOR: candidates listed above (except as marked to the contrary below).
[_] AGAINST: candidates listed above
[_] WITHHOLD authority to vote for candidate(s) specified below

----------------------------------------------------------------

Number of shares owned ________________

- ------------------------------------- -----------------------------------
Signature of Stockholder Signature if held jointly

Printed name: __________________________ Printed name: _____________________

Address: ______________________________

Dated: __________________________, 2009

IMPORTANT: If shares are jointly owned, both owners should sign. If signing as
attorney, executor, administrator, trustee, guardian or other person signing in
a representative capacity, please give your full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

NOTARY PUBLIC/BANK ACKNOWLEDGMENT

STATE OF_________________________ )
) ss.
COUNTY OF_______________________ )

COUNTRY OF _____________________ )

On this ______day of _________________, 2009, before me, a Notary
Public/Bank in and for said State and Country, personally appeared
_________________________________, shareholder of Rancher Energy Corp, who
attested to the Proxy and the signature of the shareholder thereon.

WITNESS my hand and official seal.

My Commission expires: __________

-----------------------------------
Notary Public/Bank