Mr. Todd Ziniuk reports

ZEDCOR INC. ANNOUNCES CONVERSION OF SERIES 1 PREFERRED SHARES

Zedcor Inc., further to its press release dated Feb. 28, 2022, has completed the conversion of its 4.4 million outstanding Series 1 preferred shares. The conversion was completed pursuant to the terms of the Series 1 shares and pursuant to a conversion notice from Dean Swanberg, a director of the company and the company's largest shareholder, on behalf of D.S.S. Holdings Inc., a private Alberta corporation controlled by Mr. Swanberg, and the sole holder of the Series 1 shares. Pursuant to the conversion, the company issued 4.4 million common shares of the company, at the stated conversion price pursuant to the terms of the Series 1 shares of 70 cents per common share.

In addition, in respect of the cumulative dividend payable on the Series 1 shares in the amount of approximately $1.44-million, the company issued 2,883,386 common shares at a deemed price per dividend share of 50 cents. The common shares issued pursuant to the conversion and the dividend shares are subject to a hold period pursuant to the policies of the TSX Venture Exchange of four months and one day from the date of issuance.

As a result of Mr. Swanberg's status as an insider of the company, the issuance of the dividend shares constitutes a related-party transaction under Multilateral Instrument 61-101 -- Protection of Minority Security Holders in Special Transactions. This transaction is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(1)(a) of MI 61-101 as the fair market value of the securities issued does not exceed 25 per cent of the company's market capitalization, calculated in accordance with MI 61-101.

About Zedcor Inc.

Zedcor is a Canadian public corporation and parent company to Zedcor Security Solutions Corp. Driven by its guiding principles of being pioneers and innovators, Zedcor is engaged in providing technology based security and surveillance services in Western and Central Canada. The company is disrupting the security industry with its three main service offerings to customers across all market segments: 1) rental, service and remote monitoring of its proprietary MobileyeZ security towers; 2) live monitoring of fixed site locations; and 3) security personnel.

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