SCHEDULE: GG Mars Capital Boosts ZenaTech Stake to 8.3%

GG Mars Capital, Inc. has increased its beneficial ownership in ZenaTech, Inc. to approximately 8.298% through the conversion of a convertible line of credit.

Summary

• GG Mars Capital, Inc. (Reporting Person) filed an Amendment No. 1 to Schedule 13D regarding its ownership in ZenaTech, Inc. (Issuer).
• The Reporting Person now beneficially owns 3,951,864 common shares of ZenaTech, Inc.
• This represents approximately 8.298% of ZenaTech, Inc.'s outstanding common shares.
• The increase in ownership resulted from the conversion of a convertible line of credit provided by GG Mars Capital to ZenaTech in August 2019.
• On April 13, 2025, 430,000 common shares were acquired upon the conversion of $753,360 outstanding under the line of credit at a price of $1.752 per share.
• The shares were acquired for investment purposes, and the Reporting Person has no current plans to effect changes listed in Schedule 13D Items 4(a) to 4(j).

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a moderately positive development for ZenaTech, as it reduces debt and signals continued investor commitment, despite the inherent dilution from equity issuance.

Positives

• GG Mars Capital's conversion of debt into equity demonstrates continued confidence in ZenaTech, Inc.
• The conversion reduces ZenaTech's outstanding debt by $753,360, potentially improving its balance sheet.

Negatives

• The conversion of debt into equity at $1.752 per share could indicate a lower valuation than previous expectations if the original debt terms were more favorable or if the current market price is lower.
• Increased dilution for existing shareholders due to the issuance of 430,000 new common shares.

Future Outlook

The filing states that GG Mars Capital acquired the shares for investment purposes and has no current plans or proposals that would result in significant changes to ZenaTech, Inc.'s corporate structure, 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 mechanism, often used by companies to manage their debt load while providing investors with potential upside. For ZenaTech, this conversion by a significant shareholder like GG Mars Capital could be viewed as a vote of confidence, albeit with the immediate effect of share dilution. This type of transaction is typical in growth-stage companies or those seeking to optimize their capital structure.

Comparison to Industry Standards

• StockSavvy.ai observes that a conversion price of $1.752 per share for a debt-to-equity swap is specific to the terms negotiated in August 2019. Without ZenaTech's current market price or comparable recent financing rounds from similar micro-cap or small-cap companies in its sector (e.g., other technology or emerging growth companies with similar market capitalization and revenue profiles), it is difficult to definitively assess if this conversion price is favorable or unfavorable relative to industry benchmarks. However, such conversions typically occur at a discount or a pre-determined price from the original agreement, which may not reflect the current market valuation.

Related Party Transactions

• The conversion of the convertible line of credit from GG Mars Capital, Inc. to ZenaTech, Inc. represents a related party transaction, as GG Mars Capital is now a significant shareholder.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of 430,000 new common shares, but may benefit from reduced debt on ZenaTech's balance sheet and a signal of investor confidence.
• Creditors: ZenaTech's debt load is reduced by $753,360, potentially improving its credit profile.

Next Steps

• GG Mars Capital will continue to hold its investment in ZenaTech, Inc. for investment purposes.

Key Dates

Recommendation

The filing indicates a pre-arranged debt-to-equity conversion by a significant shareholder, which reduces ZenaTech's debt but also dilutes existing shareholders. While it signals continued investor confidence, the transaction itself doesn't present new fundamental information that would warrant a strong buy or sell. Investors should hold and monitor ZenaTech's operational performance and future strategic developments.

Keywords

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