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Zedcor Inc. Proxy Solicitation & Information Statement 2026

Apr 14, 2026

46905_rns_2026-04-14_2b7f8cb1-e5cf-4e2b-b5fc-019b3917196a.pdf

Proxy Solicitation & Information Statement

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Zedcor

ZEDCOR INC.
Notice-and-Access Notification
for the
Annual General and Special Meeting of Shareholders

TO: BENEFICIAL SHAREHOLDERS OF ZEDCOR INC.

TAKE NOTICE that Zedcor 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 General and Special Meeting (the "Meeting") of holders of Common Shares which will be held at the offices of Dentons Canada LLP, Bankers Court, 850 – 2nd Street S.W. Calgary, Alberta, T2P 0R8, on May 21, 2026, at 10:00 a.m. (Calgary time).

As is set forth in the Management Information Circular of the Corporation dated April 10, 2026 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 five (5) (information respecting this matter may be found in the Information Circular under "Fixing Number of Directors to be Elected at the Meeting");
  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 MNP LLP, Chartered Professional Accountants, as the auditor of the Corporation (information respecting the appointment of auditors may be found in the Information Circular under "Appointment of the Auditor");
  4. to consider, and, if thought advisable, to approve, with or without variation, an ordinary resolution, to approve the Corporation's stock option plan (information respecting the approval of the Corporation's stock option plan may be found in the Information Circular under "Approval of the Stock Option Plan");
  5. to consider and, if thought advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, to approve the Corporation's restricted share unit and deferred share unit plan (information respecting the approval of the Corporation's restricted share unit and deferred share unit plan may be found in the Information Circular under "Approval of the RSU/DSU Plan");
  6. to consider and, if thought advisable, to approve, with or without variation, an ordinary resolution, the full text of which is set forth in the Information Circular, to approve the Corporation's shareholder rights plan agreement (information respecting the approval of the Corporation's shareholder rights plan agreement may be found in the Information Circular under "Approval of the Shareholder Rights Plan Agreement"); and
  7. such other business as may properly be brought before the Meeting or any adjournment thereof.

  • 2 -

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 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.

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.sedarplus.ca. The Information Circular, related materials and Financial Information are also available on the Corporation's website under the Investor tab at www.zedcor.com 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; or
(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 April 30, 2026. 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 (May 19, 2026) 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 1-844-916-0609.

DATED at Calgary, Alberta, this 10th day of April 2026.

BY ORDER OF THE BOARD OF DIRECTORS,

signed "Todd Ziniuk"

Todd Ziniuk, President and Chief Executive Officer