Zedcor Inc. Announces Closing of $5 Million Bought Deal Offering and $10 Million Concurrent Private Placement Offering

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FOR DISSEMINATION IN THE UNITED STATES.

Calgary, Alberta--(Newsfile Corp. - May 16, 2024) - Zedcor Inc. (TSXV: ZDC) (the "Company") is pleased to announce the closing of its previously announced bought deal private placement offering of common shares (the "Offered Shares") of the Company (the "Offering"). The Company entered into an underwriting and agency agreement (the "Underwriting and Agency Agreement") with Beacon Securities Limited ("Beacon"), as lead underwriter and sole bookrunner, together with Paradigm Capital Inc., Cormark Securities Inc. and Echelon Wealth Partners Inc. (together with Beacon, the "Underwriters"), whereby the Company issued a total of 5,000,000 Offered Shares at an issue price of $1.00 per Offered Share (the "Issue Price") for gross proceeds of $5,000,000 pursuant to Part 5A (the "Listed Issuer Financing Exemption") of National Instrument 45-106 - Prospectus Exemptions ("NI 45-106"), which included 1,000,000 Offered Shares issued pursuant to the exercise in full of the option granted to the Underwriters pursuant to the Underwriting and Agency Agreement.

Concurrent with the closing of the Offering, the Company and the Underwriters completed a brokered private placement, on a commercially reasonable "best efforts" agency basis, of 10,000,000 common shares (the "Private Placement Shares") at the Issue Price to certain purchasers pursuant to applicable exemptions under NI 45-106, for gross proceeds of $10,000,000 (the "Concurrent Private Placement").

As a result of the completion of the Offering and Concurrent Private Placement, the Company has raised aggregate gross proceeds of $15,000,000.

The Company intends to use the net proceeds of the Offering and the Concurrent Private Placement for the expansion of its fleet of MobileyeZ^TM security towers to meet strong demand from its US operations, other capital expenditures, working capital, repayment of the vendor take back note owing to a director of the Company, and general corporate purposes.

In consideration for the services rendered by the Underwriters in connection with the Offering and Concurrent Private Placement, the Company has paid the Underwriters a cash fee equal to 7.0% of the aggregate gross proceeds of the Offering and Concurrent Private Placement.

The Private Placement Shares issued under the Concurrent Private Placement are subject to a four-month hold period in Canada. The Offered Shares issued under the Offering are not subject to a hold period pursuant to applicable Canadian securities laws as the Offering was completed pursuant to the Listed Issuer Financing Exemption. The Offering and Concurrent Private Placement remain subject to final approval of the TSX Venture Exchange (the "TSXV").

The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any U.S. state securities laws, and may not be offered or sold in the "United States" (as such term is defined in Regulation S under the U.S. Securities Act) unless registered under the U.S. Securities Act and applicable U.S. state securities laws or an exemption from such registration is available. This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.

About Zedcor Inc.

Zedcor Inc. is a Canadian public corporation and is the parent company to Zedcor Security Solutions Corp. Zedcor is a technology enabled company that is changing how physical security services are provided to businesses. Zedcor operates throughout Canada and Texas with equipment and service centers in British Columbia, Alberta, Manitoba, Ontario, and Houston, Texas. The Company has three main service offerings to customers across all market segments: 1) surveillance and live monitoring through its proprietary MobileyeZ security towers; 2) surveillance and live monitoring of fixed site locations; and 3) security personnel.

The Company operates a fleet of over 850 proprietary MobileyeZ security towers, equipped with high resolution, technology-based cameras, and monitors numerous fixed site locations for customers across various industries. Video from security towers and fixed site locations is streamed to the Company's central monitoring station where video alarms are live verified and responded to based on customer requirements. Zedcor also offers high level security guard services to enterprise level customers who are looking to supplement video-based security for valuable, high risk, or mission critical operational assets.

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 use of the net proceeds of the Offering and the Concurrent Private Placement and the receipt of stock exchange and other required approvals in connection with the Offering and the Concurrent Private Placement, including final approval of the TSXV. 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 general market and economic conditions, current forecasts and utilization. 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/209425