ZenaTech Files Early Warning Report Pursuant to National Instrument 61-103

ZenaTech, Inc. (NASDAQ:ZENA) has filed an Early Warning Report under Canada's National Instrument 61-103, disclosing that it acquired 7,635,000 common shares of Boardwalktech Software Corp. at prices between C$0.035 and C$0.05 per share on the TSX Venture Exchange, equating to approximately 9.40% of the issuer's outstanding common shares. Separately, ZenaTech's chief executive officer, Dr. Shaun Passley, purchased 500,000 shares at similar prices, representing 0.61% of Boardwalktech's shares. Together, these holdings total 8,315,000 shares or 10.1% of the company, crossing the 10% threshold that triggers the mandatory disclosure for investors in Canadian-listed entities. Prior to these transactions, effective April 16, 2026, neither ZenaTech nor Dr. Passley held any Boardwalktech shares, marking this as a new position rather than an incremental build-up. The parties have an informal understanding to coordinate on voting and disposition of the shares, though no formal agreement exists. In isolation, the filing signals a strategic toehold in a fellow software-focused entity, but its materiality hinges on whether this aligns with ZenaTech's core operations in AI-driven drones, Drone as a Service (DaaS), enterprise SaaS, and quantum computing solutions, or merely represents opportunistic portfolio diversification.

Placed against ZenaTech's recent disclosures, this investment appears opportunistic rather than a cornerstone of its stated growth strategy. The company's April 2026 press releases, as noted in its investor relations updates, emphasized operational expansions in DaaS and global drone deployments through acquisitions of service locations, alongside advancements in products like the ZenaDrone 1000 for agriculture and defense, IQ Nano for warehouse security, IQ Square for inspections, and IQ Quad for land surveys. No prior announcements referenced Boardwalktech or software investments outside its drone ecosystem, suggesting this stake deviates from the pattern of hardware-software integration for mission-critical applications in sectors like government, defense, logistics, and agriculture. Boardwalktech Software Corp., the target, operates in enterprise software—a tangential overlap with ZenaTech's SaaS offerings—but lacks disclosed synergies such as joint drone integration or quantum-enhanced analytics. The acquisition cost, implied at roughly C$270,000 to C$380,000 for ZenaTech's portion based on the price range, is modest relative to the company's USD 100.5 million market capitalisation at the time of writing, representing less than 0.4% of its equity value. This does not revise prior milestones, such as scaling DaaS networks in North America, Europe, Taiwan, and the UAE, nor does it address execution on forward-looking goals like revenue growth from drone deliveries or quantum computing pilots embedded in the safe harbor statements.

Financially, the transaction underscores sufficient liquidity for small-scale investments but raises no immediate funding concerns, as the outlay is negligible. No recent quarterly or annual financial results for ZenaTech were identified in the period reviewed. Investors should consult the company's most recent 10-Q or 10-K filed with the SEC on EDGAR for cash position, operating costs, and funding runway, given its obligations as a NASDAQ-listed entity. ZenaTech's filings history through 2026 confirms regular disclosures, including balance sheet details on cash reserves to support working capital for product development and acquisitions. Absent specific burn rate data here, the purchase implies at least short-term working capital adequacy, with no debt or dilution incurred—pure equity deployment from existing resources. This contrasts with capital-intensive drone manufacturing or DaaS buildouts, where quarterly cashflows would be more telling. The CEO's parallel purchase aligns personal and corporate interests without triggering additional dilution for ZenaTech shareholders, as it involves no new issuance. However, the informal coordination agreement introduces minor governance opacity, as it lacks a written pact, potentially complicating future dispositions if market conditions shift.

Valuation-wise, ZenaTech trades at a market capitalisation of USD 100.5 million, positioning it as a small-cap player in the AI and drone technology niche. Direct peers in the NASDAQ-listed AI/software tech space, such as Roadzen Inc (NASDAQ:RDZN), Nukkleus Inc (NASDAQ:NUKK), and ReAlpha Tech Corp (NASDAQ:AIRE), offer a benchmark for comparative positioning. Roadzen, focused on AI insurtech platforms akin to ZenaTech's enterprise SaaS, maintains a similarly sized small-cap profile with emphasis on predictive analytics for risk management, yet has pursued more aggressive partnerships in automotive and logistics—areas overlapping ZenaTech's drone applications—without recent passive investments diluting focus. Nukkleus, a fintech-AI hybrid with trading and brokerage software, mirrors ZenaTech's quantum computing ambitions through algorithmic enhancements, but demonstrates tighter execution via recent platform launches, implying a more efficient use of capital on core tech rather than cross-company stakes. ReAlpha Tech, leveraging AI for real estate transactions in a SaaS model, shares ZenaTech's enterprise software DNA and has expanded via targeted acquisitions, not scattered equity bets, positioning it as a steadier growth analog. Against these, ZenaTech's stake in Boardwalktech—valued at under USD 0.5 million at acquisition prices—does not materially alter its enterprise value multiple or cash per share, but peers like Roadzen and ReAlpha trade at implied EV/sales multiples reflecting purer execution on AI verticals, suggesting ZenaTech's diversification may embed a modest valuation discount if it signals strategic drift. Perfect Corp (NYSE:PERF) and Cheetah Mobile Inc (NYSE:CMCM), additional comparables in AI-driven apps, further highlight that consistent product monetisation commands premiums over investment forays.

Executionally, this filing reveals no red flags in ZenaTech's track record but also no transformative positives. The company's history since 2017 shows steady evolution from hemp-farming drones to multifunctional platforms, with global offices supporting defence and industrial deployments—no patterns of missed milestones or repeated capital raises emerge from recent updates. The Boardwalktech investment, however, fits neither as a bolt-on acquisition (per its DaaS growth narrative) nor a core R&D spend, potentially diluting focus amid competitive pressures in AI drones where peers prioritise vertical integration. A genuine positive is the threshold-crossing stake's signalling effect: 10.1% influence without control premiums, positioning ZenaTech for board input or synergies if Boardwalktech's software complements drone data analytics. Yet, the "for investment purposes" framing, coupled with vague future intentions (possible financings, market buys, or actions under Section 5), echoes standard passive investor boilerplate rather than a committed strategy. Peers like Nukkleus have leveraged similar stakes for tech integrations, delivering clearer value unlock—ZenaTech's lacks such specificity, underscoring routine portfolio management over operational acceleration.

No specific next catalyst timeline was disclosed in the announcement, leaving investors to monitor SEDAR+ for the full Early Warning Report under Boardwalktech's profile and ZenaTech's SEC filings for integration updates or further purchases. The coordination with Dr. Passley mitigates solo-actor risks but invites scrutiny on aligned interests versus conflicts, particularly if ZenaTech's core drone margins face headwinds from commoditising AI hardware.

In verdict, ZenaTech's Early Warning filing registers as a routine corporate action—a low-cost, passive stake that neither advances its drone-SaaS roadmap nor exposes material risks, especially given the immaterial sizing against its USD 100.5 million market cap. Headline sentiment, framed as a disclosure milestone, overstates import; in full context of peer focus on execution and ZenaTech's acquisition-led DaaS push, it merits neutral investor attention without shifting the investment thesis. Genuine progress would require disclosed synergies or follow-on actions elevating Boardwalktech beyond a speculative line item.

Key insights

• ●No prior Boardwalktech ownership; new position deviates from DaaS acquisition focus.
• ●Implied cost under USD 0.5M is <0.4% of market cap, no dilution.
• ●Peers like Nukkleus (NASDAQ:NUKK) leverage stakes for integrations, unlike ZenaTech's passive hold.

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