Zedcor Inc. Adopts Shareholder Rights Plan

Calgary, Alberta--(Newsfile Corp. - April 13, 2026) - Zedcor Inc. (TSXV: ZDC) (the "Company" or "Zedcor") announces that its board of directors (the "Board") has approved the adoption of a shareholder rights plan (the "Shareholder Rights Plan") pursuant to a shareholder rights plan agreement entered into with Computershare Trust Company of Canada, as rights agent, dated April 10, 2026 (the "Effective Date").

The Shareholder Rights Plan is consistent with modern rights plans adopted by other Canadian public companies and has been adopted to ensure, to the extent possible, that all shareholders of the Company are treated fairly and equally in connection with any unsolicited offer to acquire the outstanding common shares of the Company (the "Common Shares") or other acquisition of control of the Company. The Shareholder Rights Plan is not being adopted in response to any specific take-over bid or other proposal to acquire control of the Company, and the Board is not aware of any such pending or contemplated take-over bid or other proposal.

At the close of business on the Effective Date, one right (a "Right") has been issued and attached to each Common Share outstanding at that time. A Right will also be attached to each Common Share issued after the Effective Date. The issuance of the Rights will not change the manner in which shareholders trade their Common Shares.

Subject to the terms of the Shareholder Rights Plan, the Rights will become exercisable only if a person (an "Acquiring Person"), together with certain related persons, acquires or announces its intention to acquire 20% or more of the outstanding Common Shares without complying with the "Permitted Bid" provisions of the Shareholder Rights Plan. Following a transaction that results in a person becoming an "Acquiring Person" in these circumstances, the Rights will entitle the holder thereof (other than the Acquiring Person and certain related persons) to purchase Common Shares at a significant discount to the market price at that time.

The "Permitted Bid" provisions prevent the dilutive effects of the Shareholder Rights Plan from operating if a take-over bid is made to all holders of Common Shares (other than the bidder) by way of a take-over bid circular that remains open for acceptance for a minimum of 105 days (or such shorter period as is permitted under applicable securities laws in Canada) and that contains certain conditions, including that no Common Shares will be taken up and paid for unless 50% of the Common Shares that are held by independent shareholders are tendered to the take-over bid.

The Shareholder Rights Plan has been conditionally approved by the TSX Venture Exchange (the "TSXV") and is subject to ratification by the shareholders within six months of the Effective Date. The Board intends to recommend the ratification of the Shareholder Rights Plan for approval by its shareholders at the Company's next annual general meeting of shareholders to be held on May 21, 2026 (the "Meeting"). If ratified by the shareholders at the Meeting, the Shareholder Rights Plan will have an initial term of three years. If the Shareholder Rights Plan is not ratified by the Company's shareholders within six months of the Effective Date, the Shareholder Rights Plan and all Rights issued thereunder will terminate and cease to be effective at that time.

A copy of the shareholder rights plan agreement will be made available under the Company's profile on SEDAR+ at www.sedarplus.ca and on the Company's website at www.zedcor.com.

About Zedcor Inc.
Zedcor Inc. is disrupting the traditional physical security industry through its proprietary MobileyeZ^TM security towers by providing turnkey and customized mobile surveillance and live monitoring solutions to blue-chip customers across North America. The Company continues to expand its established platform of MobileyeZ^TM towers in Canada and the United States, with emphasis on industry leading service levels, data-supported efficiency outcomes, and continued innovation. Zedcor services the Canadian market through equipment and service centers currently located in British Columbia, Alberta, Manitoba, and Ontario. The Company continues to advance its U.S. expansion, which now has the capacity to service markets throughout the Central and Southern U.S. with locations throughout Texas and in Denver, Colorado, Phoenix, Arizona, Las Vegas, Nevada, Sacramento, California and Jacksonville, Florida.

FORWARD-LOOKING STATEMENTS
Certain statements included in this press release constitute forward-looking statements or forward-looking information. Forward-looking statements or information can be identified by terminology such as "anticipate", "believe", "expect", "plan", "intend", "estimate", "propose", "budget", "should", "project", "may be", or similar words (including negative or grammatical variations) suggesting future outcomes or expectations. In particular, forward-looking statements and information contained in this press release, include, but are not limited to: the expected timing of the Meeting; the ratification of the Shareholder Rights Plan by the shareholders; and the final approval of the Shareholder Rights Plan by the TSXV and the timing thereof.

Although the Company believes that the expectations implied in such forward-looking statements or information are reasonable, undue reliance should not be placed on these forward-looking statements or information because the Company can give no assurance that such statements or information will prove to be correct. Forward-looking statements or information are based on current expectations, estimates and projections that involve a number of assumptions about the future and uncertainties, including the receipt of all required regulatory approvals, including final approval of the Shareholder Rights Plan by the TSXV; the absence of material changes to applicable securities laws or TSXV policies prior to the Meeting; the Board continuing to recommend ratification of the Shareholder Rights Plan; and a sufficient number of shareholders attending the Meeting in person or by proxy to achieve quorum and approve the Shareholder Rights Plan.

Although management of the Company believes these expectations and assumptions reflected in these forward-looking statements or information to be reasonable, there can be no assurance that any forward-looking statements or information will be proved to be correct, and actual results may differ materially from those anticipated in such statements or information. For this purpose, any statements or information contained herein that are not statements or information of historical fact may be deemed to be forward-looking statements or information and readers should not place undue reliance on such forward-looking statements or information. The forward-looking statements or information contained in this press release are made as of the date hereof and the Company assumes no obligation to update publicly or revise any forward-looking statements or information, whether as a result of new contrary information, future events or any other reason, unless the Company is required by any applicable securities laws. The forward-looking statements or information contained in this press release are expressly qualified by this cautionary statement.

For further information contact:

Todd Ziniuk
Chief Executive Officer 
P: (403) 930-5430
E: tziniuk@zedcor.com

Amin Ladha
Chief Financial Officer 
P: (403) 930-5430
E: aladha@zedcor.com

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/292046