SCHEDULE 13D: GG Mars Capital Converts Debt to Equity, Securing 8.1% Stake in ZenaTech, Inc.

GG Mars Capital, Inc. has converted a portion of its convertible line of credit into common stock, acquiring 8.1% beneficial ownership in ZenaTech, Inc. for investment purposes.

Summary

• GG Mars Capital, Inc. (the "Reporting Person") has filed a Schedule 13D, disclosing beneficial ownership of ZenaTech, Inc. common stock.
• On April 13, 2025, the Reporting Person acquired 430,000 common shares of ZenaTech, Inc. through the partial conversion of an outstanding convertible line of credit.
• The conversion involved $753,360 of the credit line, which was 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 2,336,802 common shares, which represents approximately 8.1% of ZenaTech's total outstanding common shares.
• The Reporting Person states that the shares were acquired for investment purposes and currently has no plans or proposals to change ZenaTech's management, corporate structure, or business operations.

Sentiment

Score: 6

Explanation: The conversion of debt to equity is generally a neutral to slightly positive event. It reduces debt for the company but also results in dilution for existing shareholders. The stated purpose of 'investment' and the absence of plans for corporate changes suggest stability and a long-term view from the new significant shareholder.

Positives

• GG Mars Capital's decision to convert debt into equity demonstrates a continued commitment to ZenaTech, Inc. and can be interpreted as a vote of confidence in the Issuer's future.
• The conversion reduces ZenaTech's outstanding debt obligations, potentially strengthening its balance sheet and improving its financial leverage.

Negatives

• The issuance of new shares as part of the debt-to-equity conversion results in dilution for existing ZenaTech, Inc. shareholders.

Risks

• The document, being a Schedule 13D, primarily focuses on beneficial ownership and does not detail specific operational or financial risks pertaining to ZenaTech, Inc.

Future Outlook

GG Mars Capital, Inc. states that the acquisition of ZenaTech, Inc. common stock is for investment purposes, and they currently have no plans or proposals that would result in changes to the Issuer's corporate structure, management, or business operations.

Management Comments

• "The Reporting Persons 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

This filing illustrates a common financial strategy where a lender converts outstanding debt into equity, often signaling a long-term investment perspective or a restructuring of a prior financing agreement. For ZenaTech, this transaction alters its capital structure by reducing debt and introducing a significant new equity holder.

Comparison to Industry Standards

• NA

Management Changes

Corporate Governance

Legal Proceedings

• Neither the Reporting Person (GG Mars Capital, Inc.) nor any of its directors or officers have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) in the past five years.
• Neither the Reporting Person nor any of its directors or officers have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws, in the past five years.

Related Party Transactions

• The acquisition of shares by GG Mars Capital, Inc. resulted from the partial conversion of a convertible line of credit provided by GG Mars Capital to ZenaTech, Inc. in August 2019. This represents a direct financial relationship between the Issuer and a significant shareholder.

Stakeholder Impact

• Shareholders: Experience dilution due to the issuance of new shares, but may benefit from reduced company debt and a vote of confidence from a significant investor.
• Creditors: The conversion of debt reduces ZenaTech's liabilities to GG Mars Capital, potentially improving the company's overall debt profile.

Next Steps

• GG Mars Capital, Inc. will continue to hold its shares for investment purposes.
• No specific future actions or milestones for ZenaTech, Inc. are detailed in this filing beyond the investment purpose.

Key Dates

Keywords

ZenaTech Inc., GG Mars Capital, Schedule 13D, beneficial ownership, convertible debt, equity conversion, common stock, investment, shareholder stake, financial reporting, SEC filing