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ZED Zedi Inc.

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Share Name Share Symbol Market Type
Zedi Inc. TSXV:ZED TSX Venture Common Stock
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 0 -

Zedi Inc. Shareholders Approve Plan of Arrangement

18/02/2014 8:53pm

Marketwired Canada


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES

Zedi Inc. (TSX VENTURE:ZED) ("Zedi" or the "Corporation") is pleased to announce
that the holders of common shares (the "Zedi Shares") of Zedi (the "Zedi
Shareholders") have approved the proposed business combination of Zedi and
1779958 Alberta Ltd. ("AcquisitionCo") pursuant to a plan of arrangement under
the Business Corporations Act (Alberta) (the "Arrangement"). Under the terms of
the Arrangement, Zedi Shareholders will receive $1.05 in cash for each Zedi
Share held. The Arrangement was approved by approximately 98.34% of the votes
cast by Zedi Shareholders and 97.70% of the votes cast by Zedi Shareholders,
after excluding the votes cast by persons whose votes may not be included in
determining minority approval pursuant to Multilateral Instrument 61-101 -
Protection of Minority Securityholders in Special Transactions, at the special
meeting (the "Meeting") of Zedi Shareholders held today. 


The Final Order in respect of the Arrangement was also granted today by the
Court of Queen's Bench of Alberta. 


The Arrangement is more fully described in the management information circular
of Zedi dated as of January 17, 2014 and the accompanying Meeting materials
which may be viewed under the Corporation's profile on SEDAR at www.sedar.com
and on Zedi's website at www.zedi.ca. 


The closing of the Arrangement is subject to the satisfaction of a number of
conditions precedent customary for transactions of this nature. If these
conditions are satisfied, it is expected that the Arrangement will close on
February 20, 2014. The Zedi Shares are also expected to be delisted from the TSX
Venture Exchange prior to markets opening on Monday, February 24, 2014.


Registered Zedi Shareholders are encouraged to complete, execute and submit the
Letter of Transmittal included in their Meeting materials as soon as possible in
order to receive the consideration to which they are entitled under the
Arrangement. Any questions and requests for assistance in respect of the Letter
of Transmittal may be directed to Valiant Trust Company at its telephone numbers
and locations set out in the Letter of Transmittal.


FORWARD-LOOKING STATEMENTS

This press release contains forward-looking statements within the meaning of
Canadian securities laws. These forward-looking statements contain statements of
intent, belief or current expectations of Zedi. Forward-looking information is
often, but not always identified by the use of words such as "anticipate",
"believe", "expect", "plan", "intend", "forecast", "target", "project", "may",
"will", "should", "could", "estimate", "predict" or similar words suggesting
future outcomes or language suggesting an outlook. 

The forward-looking statements included in this press release, including
statements concerning the anticipated completion of the proposed Arrangement and
the anticipated timing thereof, are not guarantees of future results and involve
risks and uncertainties that may cause actual results to differ materially from
the potential results discussed in the forward-looking statements. In respect of
the forward-looking statements and information concerning the anticipated
completion of the Arrangement and the anticipated timing for completion of the
Arrangement, Zedi has provided such in reliance on certain assumptions that it
believes are reasonable at this time, including assumptions as to the ability of
the parties to receive, in a timely manner and on satisfactory terms, the third
party approvals and the ability of the parties to satisfy, in a timely manner,
the other conditions to the closing of the Arrangement.


Risks and uncertainties that may cause such differences include but are not
limited to: the risk that the Arrangement may not be completed on a timely
basis, if at all; the conditions to the consummation of the Arrangement may not
be satisfied; the risk that the Arrangement may involve unexpected costs,
liabilities or delays; the risk that, prior to the completion of the
Arrangement, Zedi's business may experience significant disruptions, including
loss of customers or employees, due to transaction-related uncertainty or other
factors; the possibility that legal proceedings may be instituted against Zedi
and/or others relating to the Arrangement and the outcome of such proceedings;
the possible occurrence of an event, change or other circumstance that could
result in the termination of the Arrangement Agreement; risks regarding the
failure of AcquisitionCo to obtain the necessary financing to complete the
Arrangement; risks related to the diversion of management's attention from
Zedi's ongoing business operations; risks related to obtaining the requisite
consents to the Arrangement; other risks inherent in the oilfield services
industry; and risks, including litigation, associated with Zedi's intellectual
property and with the performance of Zedi's technology. The failure of the
parties to otherwise satisfy the conditions to or complete the Arrangement, may
result in the Arrangement not being completed on the proposed terms, or at all.
In addition, if the Arrangement is not completed, and Zedi continues as an
independent entity, the announcement of the Arrangement and the dedication of
substantial resources of Zedi to the completion of the Arrangement could have a
material adverse impact on Zedi's share price, its current business
relationships (including with future and prospective employees, customers,
distributors, supplies and partners) and on the current and future operations,
financial condition and prospects of Zedi. When relying on forward-looking
statements to make decisions, investors and others should carefully consider the
foregoing factors and other uncertainties and potential events.


The forward-looking statements in this press release are made as of the date it
was issued and Zedi does not undertake any obligation to update publicly or to
revise any of the included forward-looking statements, whether as a result of
new information, future events or otherwise, except as required by applicable
law. By their very nature, forward-looking statements involve inherent risks and
uncertainties, both general and specific, and risks that outcomes implied by
forward-looking statements will not be achieved. Zedi cautions readers not to
place undue reliance on these statements.


ABOUT ZEDI

Zedi Inc. (TSX VENTURE:ZED) helps the world's oil and gas producers be more
productive, more profitable, and more sustainable through technology backed by
expert consultation and services. Our 60 years of continuous operations in North
America and recognition as one of the industry's best workplaces, sets us apart
in the production operations landscape. With our unique combination of
award-winning automation, data management, and field and professional services,
we offer solutions to our customers' challenges and help them realize their
production potential.


Neither the 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.


NOT FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED
STATES. ANY FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION
OF U.S. SECURITIES LAW.


FOR FURTHER INFORMATION PLEASE CONTACT: 
Zedi Inc.
Debra Deane
Investor Relations
403-802-7092
403-444-1101 (FAX)
investor@zedi.ca
www.zedi.ca

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