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K-Bro Linen Inc. Proxy Solicitation & Information Statement 2020

Aug 14, 2020

46709_rns_2020-08-13_7991c3ac-02c8-4a1a-ae08-c9183d9f9233.pdf

Proxy Solicitation & Information Statement

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ZEDCOR ENERGY INC.

Notice-and-Access Notification for the Annual and Special Meeting of Shareholders

TO: BENEFICIAL SHAREHOLDERS OF ZEDCOR ENERGY INC.

TAKE NOTICE that Zedcor Energy Inc. (“the " Corporation ") is using the "notice-and-access" provisions under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (the " Notice-and-Access Provisions ") to send to beneficial holders (" Beneficial Shareholders ") of common shares (" Common Shares ") of the Corporation, proxy-related materials relating to the Annual and Special Meeting (the " Meeting ") of holders of Common Shares which will be held at the offices of the Corporation located at Suite 3000, 500 – 4[th] Avenue SW, Calgary, Alberta T2P 2V6 on Thursday, September 17, 2020, at 10:00 a.m. (Calgary time).

As is set forth in the Management Information Circular of the Corporation dated August 7, 2020 that has been prepared for the Meeting (the " Information Circular ") and the Voting Instruction Form which accompanies this Notice-and-Access Notification, each of the following matters will be voted on at the Meeting:

  1. fixing the number of directors of the Corporation to be elected at the Meeting at four (4) (information respecting this matter may be found in the Information Circular under " Fixing the Number of Directors ");

  2. the election of directors of the Corporation (information respecting the election of directors may be found in the Information Circular under " Election of Directors ");

  3. the appointment of KPMG LLP, Chartered Accountants, as the auditors of the Corporation (information respecting the appointment of auditors may be found in the Information Circular under " Appointment of Auditor ");

  4. to consider, and, if thought advisable, to approve, with or without variation, a special resolution, the full text of which is set forth in the circular, approving an amendment to the articles of the corporation, to change the name of the Corporation to “Zedcor Inc.”, or such other name as the board may, in its sole discretion, determine to be appropriate (information respecting the amendment of the articles of the Corporation, to change the name of the Corporation to “Zedcor Inc.” or such other name as the board may, in its sole discretion, determine to be appropriate may be found in the information circular under " Change of Name of the Corporation ");

  5. to consider, and, if thought advisable, to approve, with or without variation, an ordinary resolution, to confirm the Corporation’s stock option plan (information respecting the confirmation of the Corporation’s stock option plan may be found in the Information Circular under " Confirmation of Stock Option Plan "); and

  6. such other business as may properly be brought before the Meeting or any adjournment thereof.

Beneficial Shareholders are reminded to review the Information Circular carefully before voting as the Information Circular has been prepared to help you make an informed decision.

The Corporation has elected to use the Notice-and-Access Provisions for the Meeting in respect of mailings to its Beneficial Shareholders but not in respect of mailings to its registered holders of Common Shares (" Registered Shareholders "). The Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that reduce the volume of materials that must be physically

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mailed to shareholders by allowing a reporting issuer to post an information circular in respect of a meeting of its shareholders and related materials online.

The Corporation has also elected to use procedures known as 'stratification' in relation to its use of the Notice-and-Access Provisions. Stratification occurs when a reporting issuer using the Notice-and-Access Provisions, provides a paper copy of an information circular to some shareholders together with a notice of a meeting of its shareholders. In relation to the Meeting, Registered Shareholders will receive a paper copy of each of a Notice of Meeting, the Information Circular and a form of proxy. However, Beneficial Shareholders will receive this Notice-and-Access Notification and a Voting Instruction Form unless they have previously requested full meeting materials. For your information, a paper copy of the financial statements and related management's discussion and analysis in respect of the most recent financial year of the Corporation (“ Financial Information ”) has been mailed to Registered Shareholders as well as to those Beneficial Shareholders who had previously requested to receive them.

WEBSITE ADDRESSES WHERE MEETING MATERIALS ARE POSTED

The Information Circular together with related materials and the above-noted Financial Information have been posted and are available for review on the Corporation's profile on SEDAR at www.sedar.com . The Information Circular, related materials and Financial Information are also available on the Corporation’s website under the Investor tab at www.zedcor.ca and https://materials.proxyvote.com/98923V

HOW TO OBTAIN PAPER COPIES OF MEETING MATERIALS:

Beneficial shareholders may request that paper copies of the meeting materials be sent to them by postal delivery at no cost:

  • (i) online at www.ProxyVote.com , or https://materials.proxyvote.com/98923V

  • (ii) by telephone at 1-877-907-7643 and entering the control number located on the Voting Instruction Form and following the instructions provided.

In order to allow Beneficial Shareholders a reasonable time to receive paper copies of the Information Circular and related materials by mail and to vote their Common Shares, it is recommended that requests for meeting materials should be received by Broadridge on or before September 3, 2020. However, requests for meeting materials may be made up to one year from the date the Information Circular was filed.

Beneficial Shareholders are reminded that in order to ensure that their Common Shares are voted at the Meeting, they must complete and return the accompanying Voting Instruction Form to Broadridge by mail at the address noted thereon. Alternatively, Beneficial Shareholders may vote their Common Shares prior to the proxy deposit date by calling the toll-free number 1-800-474-7493 (English) or 1-800-474-7501 (French) or at www.ProxyVote.com in accordance with the instructions set forth in the accompanying Voting Instruction Form. Reference is also made to the discussion in the Information Circular under " Voting Instructions – Beneficial Shareholders " for further information on voting.

A Beneficial Shareholder may also obtain additional information about the Notice-and-Access Provisions by calling toll-free at 1-855-887-2244.

DATED at Calgary, Alberta, this 7th day of August, 2020.

BY ORDER OF THE BOARD OF DIRECTORS,

(“signed”)

Jan Campbell, Corporate Secretary