SCHEDULE: GG Mars Capital Boosts ZenaTech Stake to 6.51%

GG Mars Capital, Inc. has increased its beneficial ownership in ZenaTech, Inc. to 6.51% after converting a portion of its convertible line of credit.

Summary

• GG Mars Capital, Inc. (the "Reporting Person") filed an Amendment No. 1 to Schedule 13D regarding its beneficial ownership in ZenaTech, Inc. (the "Issuer").
• The Reporting Person acquired an additional 430,000 common shares of ZenaTech, Inc. on April 13, 2025.
• This acquisition resulted from the conversion of $753,360 outstanding under a convertible line of credit, originally provided by GG Mars Capital to ZenaTech in August 2019.
• The conversion price for these shares was $1.752 per share.
• Following this transaction, GG Mars Capital beneficially owns an aggregate of 3,101,864 common shares, representing approximately 6.51% of ZenaTech's outstanding common shares.
• GG Mars Capital holds sole voting and sole dispositive power over these shares.
• The Reporting Person states that the shares were acquired for investment purposes and has no current plans or proposals to effect changes in ZenaTech's corporate structure, management, business, or capitalization.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive development. While it signifies a reduction in ZenaTech's debt, the conversion price and the reporting person's stated 'investment purposes' suggest a standard financial transaction without immediate strategic implications for the issuer.

Positives

• GG Mars Capital has increased its equity stake in ZenaTech, indicating continued investment interest.
• The conversion of debt to equity reduces ZenaTech's outstanding liabilities, potentially strengthening its balance sheet.

Risks

• No specific risks for the issuer are mentioned in this Schedule 13D filing, which primarily focuses on the reporting person's ownership and intent.

Future Outlook

GG Mars Capital, Inc. states that it acquired ZenaTech, Inc. common stock for investment purposes and currently has no plans or proposals that would result in changes related to the issuer's corporate structure, management, business, or capitalization.

Management Comments

• The Reporting Person acquired the Issuer's common stock for investment purposes.
• None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.

Industry Context

StockSavvy.ai notes that the conversion of convertible debt into equity is a common financing strategy, allowing companies like ZenaTech to reduce debt obligations while providing investors like GG Mars Capital with an opportunity to gain equity exposure. This move typically signals a long-term investment perspective from the debt holder.

Comparison to Industry Standards

• StockSavvy.ai observes that convertible debt conversions are standard practice in corporate finance, particularly for growth-stage companies or those seeking to optimize their capital structure.
• Without specific details on ZenaTech's market valuation or the terms of similar convertible instruments issued by comparable companies in its sector (e.g., other Canadian tech firms or small-cap innovators), a direct comparison of the conversion price or the resulting ownership stake to industry benchmarks is not feasible based solely on this filing.

Related Party Transactions

• The conversion of a convertible line of credit from GG Mars Capital, Inc. to ZenaTech, Inc. represents a transaction between the reporting person and the issuer, where the reporting person is now a significant shareholder.

Stakeholder Impact

• Shareholders: Potential for minor dilution from the issuance of new shares, balanced by a reduction in the company's debt obligations.
• Creditors: Reduction in outstanding debt, which could be viewed positively by other creditors as it improves ZenaTech's financial leverage.

Next Steps

• No specific future actions or milestones are mentioned by the reporting person beyond holding the shares for investment purposes.

Key Dates

Recommendation

The filing primarily reports a change in beneficial ownership resulting from a debt-to-equity conversion, which is a standard financial event. While it reduces ZenaTech's debt, the stated purpose is for investment, with no immediate strategic plans or significant new information to warrant a change in investment thesis. A 'hold' recommendation reflects the lack of new catalysts for significant price movement based solely on this disclosure.

Keywords

ZenaTech Inc., GG Mars Capital, Schedule 13D, Convertible Debt, Equity Conversion, Share Ownership, Investment, SEC Filing, Common Stock