Calgary, Alberta--(Newsfile Corp. - April 7, 2022) - Zedcor Inc. (TSXV: ZDC) (the "Company" or "Zedcor") announces that, further to its press release dated February 28, 2022, the Company has completed the conversion (the "Conversion") of its 4,400,000 outstanding Series 1 preferred shares (the "Series 1 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 4,400,000 common shares ("Common Shares") of the Company, at the stated conversion price pursuant to the terms of the Series 1 Shares of $0.70 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 (the "Dividend Shares") at a deemed price per Dividend Share of $0.50. The Common Shares issued pursuant to the Conversion and the Dividend Shares are subject to a hold period pursuant to the policies of the TSXV 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 ("MI 61-101"). 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% of the Company's market capitalization, calculated in accordance with MI 61-101.
About Zedcor Inc.
Zedcor Inc. 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 & 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. The Company trades on the TSX Venture Exchange under the symbol "ZDC".
Forward-Looking Statements and Information
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 suggesting future outcomes or expectations. 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, please contact:
Todd Ziniuk
President and Chief Executive Officer
Zedcor Inc.
P: 403-930-5432
E: tziniuk@zedcor.ca
Amin Ladha
Chief Financial Officer
Zedcor Inc.
P: 403-930-5435
E: aladha@zedcor.ca
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.
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