ZenaTech (NASDAQ: ZENA) Q1 revenue jumps to $8.4M as net loss deepens
ZenaTech, Inc. reported strong top-line growth but a much larger loss for the three months ended March 31, 2026. Revenue rose to $8.4 million, driven mainly by Drone as a Service survey operations contributing $7.8 million, while Software as a Service added $0.6 million.
The company recorded a net loss of $26.6 million, compared with $4.6 million a year earlier, reflecting heavy operating, finance and stock-based compensation expenses. Total assets increased to $109.5 million, shareholders’ equity to $83.2 million, and cash to $8.5 million, with working capital of $24.0 million. Management states the statements are prepared on a going concern basis and notes sufficient credit lines for the next year despite an accumulated deficit of $80.3 million.
Positive
- None.
Negative
- None.
Insights
Revenue jumps on acquisitions, but losses and dilution remain high.
ZenaTech is rapidly scaling through acquisitions, especially in land-surveying to support its Drone as a Service model. Quarterly revenue reached $8.4 million, with $7.8 million from survey operations, showing the acquired businesses now dominate the top line.
The trade-off is sharply higher costs: operating expenses of $30.0 million and a net loss of $26.5 million, including substantial stock-based compensation of $8.9 million and finance expenses tied to debt and derivatives. Shareholders’ equity rose to $83.2 million, but the accumulated deficit widened to $80.3 million.
Liquidity looks reasonable for now, with cash of $8.5 million, marketable securities of $6.4 million and working capital near $24.0 million. Future filings will clarify how effectively ZenaTech can integrate acquisitions, manage earn-out obligations of $1.29 million, and improve margins across its SaaS and DaaS segments.
Key Figures
Key Terms
Drone as a Service financial
Software as a Service financial
going concern financial
right of use assets financial
earn-out arrangements financial
International Financial Reporting Standards regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of June 2026
Commission File Number 001-41852
ZENATECH, INC.
(Translation of registrant’s name into English)
777 Hornby Street, Suite 1460
Vancouver, British Columbia Canada V6Z 1S4
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
⌧ Form 20-F ☐ Form 40-F
- 2 -
SUBMITTED HEREWITH
Exhibits |
|
99.1 | Unaudited Consolidated Financial Statements for the Three Months Ended March 31, 2026 |
99.2 | Management's Discussion and Analysis of Financial Statements for the Three Months Ended March 31, 2026 |
- 3 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 2, 2026
ZENATECH, INC.
By:
By:/s/ Shaun Passley, Ph.D
Name:Shaun Passley, Ph.D
Title: Chief Executive Officer
ZenaTech, Inc.
Consolidated Financial Statements
For the Three Months Ended
March 31, 2026 and 2025
Expressed in Canadian Dollars
Unaudited
Consolidated Statements of Financial Position
Expressed in Canadian Dollars
Unaudited
|
|
|
| As of |
|
|
| As of |
|
|
|
|
| March 31, |
|
|
| December 31, |
|
|
| Notes |
| 2026 |
|
|
| 2025 |
|
Assets |
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
Cash |
| 3 |
| 8,526,481 |
|
| $ | 5,980,366 |
|
Marketable securities |
| 3 |
| 6,438,085 |
|
|
| 9,093,887 |
|
Accounts receivable, net |
| 3 |
| 4,552,028 |
|
|
| 4,166,885 |
|
Short-term advance to affiliate |
| 14 |
| 12,192,637 |
|
|
| 9,095,545 |
|
Inventory of Drone Components |
| 3 |
| 2,500,151 |
|
|
| 2,842,794 |
|
Other current assets |
| 3 |
| 4,415,752 |
|
|
| 2,030,715 |
|
Total current assets |
|
|
| 38,625,134 |
|
|
| 33,210,192 |
|
Long–term assets |
|
|
|
|
|
|
|
|
|
Property, plant & equipment, net |
| 6 |
| 12,352,522 |
|
|
| 11,692,444 |
|
Right of Use assets |
| 3 |
| 5,595,996 |
|
|
| 4,087,653 |
|
Note receivable from affiliate |
| 5, 14 |
| 341,850 |
|
|
| 341,850 |
|
Long-term advance to affiliates |
| 14 |
| 16,037,481 |
|
|
| 15,216,050 |
|
Capital advances |
| 7 |
| 2,452,793 |
|
|
| 1,708,194 |
|
Loan initiation fees |
|
|
| 3,188,746 |
|
|
| 3,282,221 |
|
Product development costs, net |
| 8 |
| 7,738,176 |
|
|
| 6,682,795 |
|
Intangibles |
| 8 |
| 9,998,616 |
|
|
| 10,355,079 |
|
Goodwill |
| 3,8 |
| 12,106,307 |
|
|
| 12,106,307 |
|
Other long-term assets |
| 3 |
| 1,084,477 |
|
|
| 1,080,656 |
|
Total long–term assets |
|
|
| 70,896,964 |
|
|
| 66,553,248 |
|
Total assets |
|
|
| 109,522,098 |
|
|
| 99,763,441 |
|
Liabilities and shareholders’ equity |
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
|
| 8,864,406 |
|
|
| 9,074,281 |
|
Contract Liabilities |
| 3 |
| 1,142,536 |
|
|
| 1,270,958 |
|
Lease liability |
| 3 |
| 1,198,484 |
|
|
| 921,068 |
|
Loans Payable |
| 9 |
| 3,440,755 |
|
|
| 3,689,457 |
|
Total current liabilities |
|
|
| 14,646,181 |
|
|
| 14,955,764 |
|
Long–term liabilities |
|
|
|
|
|
|
|
|
|
Long-term lease obligation |
| 3 |
| 4,603,415 |
|
|
| 3,279,270 |
|
Loans payable |
| 9 |
| 7,073,995 |
|
|
| 13,566,956 |
|
Total long–term liabilities |
|
|
| 11,677,410 |
|
|
| 16,846,226 |
|
Total liabilities |
|
|
| 26,323,591 |
|
|
| 31,801,990 |
|
Shareholders’ equity |
|
|
|
|
|
|
|
|
|
Preferred stock |
| 10 |
| 86,310,000 |
|
|
| 51,810,000 |
|
Super voting stock |
| 10 |
| 5,550,000 |
|
|
| 1,800,000 |
|
Common stock |
| 10 |
| 18,529,252 |
|
|
| 14,406,266 |
|
Warrants |
| 10 |
| 361,058 |
|
|
| 361,058 |
|
Contributed surplus |
|
|
| 177,444,912 |
|
|
| 110,671,268 |
|
Accumulated other comprehensive items reserve |
| 2 |
| (1,263,101 | ) |
|
| (606,722 | ) |
Accumulated deficit |
|
|
| (80,292,091 | ) |
|
| (53,742,186 | ) |
Common Control Adjustment Account |
|
|
| (123,441,523 | ) |
|
| (56,738,233 | ) |
Total shareholders’ equity |
|
|
| 83,198,507 |
|
|
| 67,961,451 |
|
Total liabilities and shareholders’ equity |
|
|
| 109,522,098 |
|
| $ | 99,763,441 |
|
See Nature of Operations (Note 1) and Subsequent Events (Note 18)
For Bansal & Co. LLP |
|
|
| For ZenaTech, Inc. | ||
Chartered Accountants |
|
|
| Approved and authorized for issuance by the Board of Directors | ||
/s/ Indra Bansal |
|
|
| /s/ Shaun Passley
|
| /s/ Craig Passley |
Indra Bansal |
| Shaun Passley, PhD |
| Craig Passley | ||
Partner | Chief Executive Officer |
| Director | |||
Date: June 2, 2026 | Date: June 2, 2026 |
| Date: June 2, 2026 | |||
Place: new Delhi, India | Place: Toronto, ON, Canada |
| Place: Chicago, Illinois, USA |
ZenaTech, Inc.
Consolidated Income Statements of Comprehensive Loss
Expressed in Canadian dollars
For the Three Months Ended March 31, 2026 and March 31, 2025
Unaudited
|
| Three Months Ended |
|
|
| Three Months Ended |
|
Notes |
| March 31, |
|
|
| March 31, |
|
|
| 2026 |
|
|
| 2025 |
|
Revenue |
|
|
|
|
|
|
|
Drone as a Service 3 | $ | 7,812,462 |
|
| $ | 402,766 |
|
Software as a Service 3 |
| 589,857 |
|
|
| 732,888 |
|
Total Revenue |
| 8,402,319 |
|
|
| 1,135,654 |
|
Expenses |
|
|
|
|
|
|
|
Amortization and depreciation 6,8 |
| 1,375,487 |
|
|
| 122,135 |
|
Programming and support fees |
| 2,071,104 |
|
|
| 91,952 |
|
Sales and marketing |
| 3,989,586 |
|
|
| 1,600,396 |
|
Professional fees |
| 1,411,719 |
|
|
| 302,309 |
|
Wages and benefits |
| 8,464,488 |
|
|
| 805,947 |
|
Stock-based compensation 11 |
| 8,874,251 |
|
|
| 395,000 |
|
Stock issued for services |
| - |
|
|
| 151,105 |
|
General, administrative, and other |
| 3,784,845 |
|
|
| 658,821 |
|
Total Operating Expenses |
| 29,971,480 |
|
|
| 4,127,665 |
|
Net Operating (Loss) |
| (21,569,161 | ) |
|
| (2,992,011 | ) |
Other Income and (Expenses) |
|
|
|
|
|
|
|
Finance expenses 9 |
| (5,083,400 | ) |
|
| (1,617,549 | ) |
Interest income |
| 13,889 |
|
|
| (7,861 | ) |
Foreign currency exchange gain (loss) |
| 31,187 |
|
|
| (2,117 | ) |
Unrealized gain (loss) on marketable securities 3 |
| 57,580 |
|
|
| 7,102 |
|
Net (Loss) before Comprehensive (Loss) |
| (26,549,905 | ) |
|
| (4,612,436 | ) |
Other Comprehensive Items |
|
|
|
|
|
|
|
Foreign currency translation reserve |
| (656,379 | ) |
|
| 2,117 |
|
Comprehensive (Loss) | $ | (27,206,284 | ) |
| $ | (4,610,319 | ) |
Loss per share: 16 |
|
|
|
|
|
|
|
Basic |
| (0.50 | ) |
|
| (0.25 | ) |
Diluted |
| (0.50 | ) |
|
| (0.25 | ) |
Comprehensive loss per share: 16 |
|
|
|
|
|
|
|
Basic |
| (0.51 | ) |
|
| (0.25 | ) |
Diluted |
| (0.51 | ) |
|
| (0.25 | ) |
Basic common shares outstanding |
| 61,764,175 |
|
|
| 25,501,124 |
|
Weighted average common shares outstanding |
| 53,774,981 |
|
|
| 18,426,467 |
|
|
|
|
|
|
|
|
|
For Bansal & Co. LLP |
|
|
| For ZenaTech, Inc. | ||
Chartered Accountants |
|
|
| Approved and authorized for issuance by the Board of Directors | ||
/s/ Indra Bansal |
|
|
| /s/ Shaun Passley
|
| /s/ Craig Passley |
Indra Bansal |
| Shaun Passley, PhD |
| Craig Passley | ||
Partner | Chief Executive Officer |
| Director | |||
Date: June 2, 2026 | Date: June 2, 2026 |
| Date: June 2, 2026 | |||
Place: new Delhi, India | Place: Toronto, ON, Canada |
| Place: Chicago, Illinois, USA | |||
ZenaTech, Inc.
Consolidated Statements of Changes in Shareholder's Equity (Deficiency)
Expressed in Canadian Dollars
March 31, 2026 and March 31, 2025
Unaudited
| Preferred Stock | Super Voting Stock | Common Stock | Warrants | Contributed | Comprehensive Reserve | Accumulated | Common Control Adjustment Account | Shareholder |
Balance as of December 31, 2024 | 51,450,000 | 1,800,000 | 7,530,337 | 751,000 | 16,594,870 | 397,061 | (8,524,113) | (48,179,812) | 21,819,343 |
Share issuances to CEO for compensation | 360,000 | - | - | - | - | - | - | - | 360,000 |
Warrants conversions | - | - | 120,000 | (115,538) | 1,013,359 | - | - | - | 1,017,821 |
Net loss and foreign currency reserve for three months ended March 31, 2026 | - | - | - | - | - | 108,345 | (3,395,292) | - | (3,286,947) |
Balance as of March 31, 2025 | 51,810,000 | 1,800,000 | 7,650,337 | 635,462 | 17,608,229 | 505,406 | (11,919,405) | (48,179,812) | 19,910,217 |
|
|
|
|
|
|
|
|
|
|
Balance as of December 31, 2025 | 51,810,000 | 1,800,000 | 14,406,266 | 361,058 | 110,671,268 | (606,722) | (53,742,186) | (56,738,233) | 67,961,451 |
Share issuances to CEO for compensation | 4,500,000 | 750,000 | - | - | 3,541,750 | - | - | - | 8,791,750 |
Shares issued for drone technologies | 30,000,000 | 3,000,000 | 1,200,000 | - | 32,503,290 | - | - | (66,703,290) | - |
Shares issuances for conversion of debt | - | - | 1,707,000 | - | 19,153,400 | - | - | - | 20,860,400 |
Shares issuance at market price | - | - | 1,215,986 | - | 11,575,204 | - | - | - | 12,791,190 |
Net loss and foreign currency reserve for three months ended March 31, 2026 | - | - | - | - | - | (656,379) | (26,549,905) | - | (27,206,284) |
Balance as of March 31, 2026 | 86,310,000 | 5,550,000 | 18,529,252 | 361,058 | 177,444,912 | (1,263,101) | (80,292,091) | (123,441,523) | 83,198,507 |
For Bansal & Co. LLP |
|
|
| For ZenaTech, Inc. | ||
Chartered Accountants |
|
|
| Approved and authorized for issuance by the Board of Directors | ||
/s/ Indra Bansal |
|
|
| /s/ Shaun Passley
|
| /s/ Craig Passley |
Indra Bansal |
| Shaun Passley, PhD |
| Craig Passley | ||
Partner | Chief Executive Officer |
| Director | |||
Date: June 2, 2026 | Date: June 2, 2026 |
| Date: June 2, 2026 | |||
Place: new Delhi, India | Place: Toronto, ON, Canada |
| Place: Chicago, Illinois, USA | |||
ZenaTech, Inc.
Consolidated Statements of Cash Flows
Expressed in Canadian Dollars
For the Three Months Ended March 31, 2026
and March 31, 2025
Unaudited
|
| Three Months Ended |
|
|
| Three Months Ended |
|
|
| March 31, |
|
|
| March 31, |
|
|
| 2026 |
|
|
| 2025 |
|
Operating Activities: |
|
|
|
|
|
|
|
Net loss for the period |
| (26,549,905 | ) |
| $ | (4,612,436) |
|
Item not affecting cash: |
|
|
|
|
|
|
|
Amortization and depreciation |
| 1,375,487 |
|
|
| 122,135 |
|
Bad debts |
| 203,605 |
|
|
| 1,062 |
|
Amortization of loan initiation fees |
| 93,475 |
|
|
| 108,775 |
|
Finance expenses |
| 196,482 |
|
|
| 208,447 |
|
Loan derivative finance expense |
| 4,333,296 |
|
|
| 1,257,785 |
|
Stock–based compensation |
| 8,874,251 |
|
|
| 395,000 |
|
Stocks issued for services |
| - |
|
|
| 151,105 |
|
Lease obligation |
| (193,410 | ) |
|
| (8,664 | ) |
Loss on the sale of assets |
| 16,181 |
|
|
| - |
|
Changes in non–cash working capital: |
|
|
|
|
|
|
|
Accounts receivable |
| (588,748 | ) |
|
| (160,398 | ) |
Inventory of Drone Components |
| 342,643 |
|
|
| - |
|
Other current assets |
| (2,401,812 | ) |
|
| (497 | ) |
Accounts payable and accrued liabilities |
| (503,183 | ) |
|
| 269,576 |
|
Contract Liabilities |
| (128,422 | ) |
|
| (423,416 | ) |
Change in dues from affiliate |
| (3,918,523 | ) |
|
| (2,225,154 | ) |
Cash Used in Operating Activities |
| (18,848,583 | ) |
|
| (4,916,680 | ) |
Investing Activities: |
|
|
|
|
|
|
|
Purchase of PP&E |
| (1,273,600 | ) |
|
| (505,282 | ) |
Proceeds from sale of assets |
| 128,000 |
|
|
| - |
|
Marketable securities |
| 2,713,382 |
|
|
| (22,828 | ) |
Acquisition costs |
| - |
|
|
| (744,403 | ) |
Product development costs |
| (1,124,120 | ) |
|
| (248,762 | ) |
Long-term Assets (Capital Advances) |
| (748,420 | ) |
|
| - |
|
Cash Used in Investing Activities |
| (304,758 | ) |
|
| (1,521,275 | ) |
Financing activities: |
|
|
|
|
|
|
|
Loans under line of credit |
| 11,098,010 |
|
|
| 4,630,405 |
|
Warrants exercised |
| - |
|
|
| 1,017,821 |
|
Proceeds from stock sale |
| 12,791,189 |
|
|
| - |
|
Repayment of loans |
| (1,163,494 | ) |
|
| (179,516 | ) |
Cash Provided by Financing Activities |
| 22,725,705 |
|
|
| 5,468,710 |
|
Effect of foreign exchange |
| (1,026,249 | ) |
|
| 2,391 |
|
Change in cash |
| 2,546,115 |
|
|
| (966,854 | ) |
Cash, beginning of the year |
| 5,980,366 |
|
|
| 3,754,075 |
|
Cash, end of the year |
| 8,526,481 |
|
| $ | 2,787,221 |
|
Cash and Cash Equivalents Consist of: |
|
|
|
|
|
|
|
Cash in bank |
| 8,526,481 |
|
| $ | 2,787,221 |
|
For Bansal & Co. LLP |
|
|
| For ZenaTech, Inc. | ||
Chartered Accountants |
|
|
| Approved and authorized for issuance by the Board of Directors | ||
/s/ Indra Bansal |
|
|
| /s/ Shaun Passley
|
| /s/ Craig Passley |
Indra Bansal |
| Shaun Passley, PhD |
| Craig Passley | ||
Partner | Chief Executive Officer |
| Director | |||
Date: June 2, 2026 | Date: June 2, 2026 |
| Date: June 2, 2026 | |||
Place: new Delhi, India | Place: Toronto, ON, Canada |
| Place: Chicago, Illinois, USA | |||
1.NATURE OF OPERATIONS
ZenaTech, Inc. is a technology solutions company that specializes in mission-critical cloud-based software applications integrated with smart hardware to deliver innovative solutions across diverse industries. ZenaTech, Inc. (“ZenaTech” or the “Company”) was incorporated by Articles of Incorporation in the State of Illinois, United States of America (“USA”) on August 31, 2017, under the name ZenaPay, Inc. On August 11, 2020, the name of the Company was changed to ZenaDrone, Inc., and on October 5, 2020, to ZenaTech, Inc. to better reflect the Company’s business activities and its corporate organization.
On December 14, 2018, the Company was domiciled in British Columbia, Canada, through Articles of Continuance pursuant to the provisions of the Business Corporation Act (British Columbia). ZenaTech moved its headquarters to Vancouver during January 2025.
The Common Shares of the Company are listed and posted for trading on the Nasdaq Capital Market under the trading symbol “ZENA”, on the Mexican Stock Exchange (BMV) under the symbol “ZENA”, and on the Frankfurt Stock Exchange under the trading symbol “49Q”. Nasdaq is the Company's primary trading market.
The Company’s principal address and office is located at 777 Hornby Street, Suite 1460, Vancouver, British Columbia V6Z 1S4 Canada and its telephone number is (647) 249-1622. The Company’s registered and records office is located at Suite 1000 – 595 Burrard Street, Vancouver, British Columbia V7X 1M8 Canada.
The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov. Our internet website is http://www.zenatech.com.
ZenaTech operated in the software business as it incurred expenses developing its drone business until December 31, 2024. In 2025 the Company began generating revenues in the survey business through acquisitions and now it operates in two segments: (i) software development technology, sales, and distribution and (ii) survey services (DaaS) . The Company intends to deliver these services using its internally developed drones and related technologies. ZenaTech, Inc. is the parent-holding company that operates through wholly owned subsidiary companies as described below.
Enterprise as a Software Companies
ZenaTech specializes in the development of mission-critical cloud-based software applications that can be integrated with smart hardware to create innovative solutions for companies in a variety of industries. See a list of the software industries and customer serviced below.
·ZenaTech, Inc. (“ZenaTech”), originally incorporated under the name ZenaPay, Inc., a British Columbia, Canada, company, provides cloud-based enterprise safety and compliance management software and mobile solutions that can be utilized in a variety of industries including for field management services
·PacePlus, Inc.(“PacePlus”) is a Wyoming, USA corporation that provides cloud-based enterprise software solutions for the medical records industry, with its subsidiaries,
·SystemView, Inc. (“SystemView”) is a Wyoming, USA corporation that provides software solutions for the automated facility management industry, and,
·ZigVoice, Inc. (“ZigVoice”) is a Wyoming, USA corporation that provides software solutions for the contact center industry.
·WorkAware, Inc. (“WorkAware”), a Wyoming, USA company, provides cloud-based enterprise safety and compliance management software and mobile solutions that can be utilized in a variety of industries including field management services,
·TillerStack, GmbH., a German corporation, provides cloud-based enterprise field service management software and mobile solutions for variety of industries.
·PsPortals, Inc. (“PsPortals”), a Delaware, USA corporation, provides browser-based enterprise software applications for public safety.
·Ecker Capital, Inc. (“Ecker”), a holding company for,
·Interactive Systems, Inc., a software inventory management company,
·interlinkONE, Inc., a SaaS cloud-based solutions for warehouse and inventory fulfillment company, and,
·ESM Software, Inc., a software technology provider specializing in developing business strategy management solutions.
·ZooOffice, Inc., DBA Jadian, a global software and services company that provides complete solutions for companies managing compliance, and its subsidiary,
·DeskFlex, Inc., provides smart desk booking and office hoteling software solutions,
·Othership, Limited (“Othership”), a United Kingdom limited liability company, provides software for workplace scheduling and management solutions to remote businesses and individuals, and
Drone as a Service Companies and Drone Technology
During 2025 ZenaTech acquired the companies from the list below starting with Weddle Surveying, Inc., in connection with our Drone as a Service business. The Company has reported revenue from this industry starting with January 2025. The list below starts with the subsidiaries created before 2025 and continues with KJM Land Surveying, Inc. the first of the drone servicing companies purchased.
·ZenaDrone, Inc. (“ZenaDrone WY”) a Wyoming, USA, company, and its subsidiaries,
·ZenaDrone Limited, an Irish entity established for the Irish and European Union drone sales and drone services operations to register with the Irish Aviation Authority.
·ZenaDrone Manufacturing, Inc., an Arizona corporation established to manufacture drones in the United States of America002E
·ZenaDrone Trading LLC (“ZenaDrone LLC”), a Dubai, United Arab Emirates (“UAE”) corporation established for the drone commercial, marketing and sales of drone operations with its subsidiary,
·ZenaDrone Manufacturing (FZE) (“ZenaDrone FZE”), a Sharjah, UAE company established for the manufacturing of drones and batteries.
·Drone as a Service, Inc, a Wyoming Corporation, opened for operations in the drone industry.
·Spider Vision Sensors, Ltd., opened in anticipation of opening a sensors and component manufacturing facility in Taipei, Taiwan and to supply components which will be used in the ZenaDrone products.
·Weddle Surveying, Inc., (‘Weddle”) a Tigard, Oregon, company, serves residential and commercial clients within the Portland Metropolitan region and surrounding areas of Northwest Oregon and Southwest Washington.
·KJM Land Surveying, Inc. (“KJM”), based in Pensacola, Florida, provides a range of professional land surveying services, including boundary surveys, ALTA surveys, as-built surveys, topographic surveys, and elevation certificates to residential, commercial, and construction customers.
·Landtec Construction Surveying, DBA Wallace Surveying Corporation, (“Wallace”) of West Palm Beach, Florida, a well-established land survey company, provides construction and land development surveys delivering accurate and reliable data that supports project planning and design for developers, contractors, engineers, and architect customers.
·Survey East, Inc., DBA Miller Land Surveying Corporation (“Miller”) of Lake Worth, Florida, is a land survey and mapping company in the Palm Beach Country area of South Florida.
·Empire Land Surveying (“Empire”) of Pensacola, Florida, is a land survey company with over twenty years of experience providing residential and ALTA surveys. The Company operates in Pensacola, Florida area and its surroundings.
·Laventure & Associates, Inc., (“Laventure”) of Fort Pierce, Florida is a land surveying, mapping, and service corporation with in-house expertise to service the powerline inspection market. Atlantic Civil Engineering, Inc., a Port St. Lucie, Florida corporation, is a civil engineering firm servicing Florida and neighboring states. Both Laventure and Advanced Civil Engineering, Inc. operate under the Laventure name.
·Morgan Surveying, Inc., (“Morgan”) of Greensboro, North Carolina, is a land surveying firm with a strong portfolio of municipal, county and private sector clients. Morgan operates in Guilford County and surrounding areas.
·Cardinal Civil Resources (“Cardinal”) of Williamsburg, Virginia, is a land surveying and engineering firm with operations across Virginia, North Carolina, and South Carolina.
·Lescure Engineers, Inc. (“Lescure”) of Santa Rosa, California, a civil engineering and land surveying firm. Lescure Engineers provides full-service civil engineering since 1979, land surveying, and development planning solutions, with expertise spanning water and wastewater systems, utility and drainage planning, commercial and winery permit applications, construction and subdivisions.
·A&J Land Surveyor, Inc. (“A&J”), a Jacksonville, Florida, land-based survey and engineering firm founded in 1995, specializes in complex surveying projects across aviation, utility, and infrastructure, with expertise in runway surveys, hangar projects, and utility development. The firm is well established in Jacksonville and has longstanding relationships with leading regional aviation and utility authorities.
·Putt Land Surveying, Inc. (“Putt”), a Tucson, Arizona firm, a land survey founded more than forty years ago, with established clients including City of Tucson, school districts, and a range of public and private sector clients.
·Rampart Surveys Inc. (“Rampart”), of Woodland Park, Colorado, a land survey firm with nearly three decades of experience. Rampart has established a reputation for providing boundary, land title, topographic, and construction staking surveys for commercial projects across central Colorado while maintaining strong relationships with various regional governments and private-sector clients across multiple counties.
·Smith Surveying Group LLC (“Smith”), of Jacksonville, Forida, a land surveying and inspection firm with longstanding expertise and clients across municipal, aviation, and commercial markets. Smith has an established presence in Jacksonville’s public sector and commercial markets across many of the region’s infrastructure, development and land-use projects.
·Vara 3D Inc. (“Vara”), of the Salt Lake City, Utah area, a surveying and 3D mapping company. Vara serves clients across Utah with a strong footprint in California’s solar energy ecosystem. Vara specializes in commercial, residential, and solar energy firm projects with a broad base of recurring clients. Their services include land surveying, 3D mapping, and construction staking, as well as commercial and utility-scale solar facility and solar array planning.
·Holt Surveying & Mapping, Inc. (“Holt”), of Spokane, Washington, a land surveying services with operations across Washington state and Northern Idaho. Holt maintains established customer relationships in the Pacific Northwest construction and infrastructure markets.
·L.D. King Engineering Co. Inc. (“L.D. King”) of Ontario, California. They are a civil engineering and land surveying firm with over sixty years of experience providing surveying, engineering, land development, construction management, planning, and quality control services.
·Andrew Spiewak Land Surveyor, Inc. (“Andrew”), of the Chicago, Illinois area, a land surveying and engineering consulting service firm. Andrew provides services to local builders, developers, architects, and engineers.
·Sunrise Window Cleaners (“Sunrise”) of Hammonds Plains, Nova Scotia. They are a window cleaning company with over fifteen years of experience providing window cleaning and related exterior maintenance services.
·Casado Design Ltd. (“Casado”) of Weston-super-Mare, England, UK-based corporation, with almost 15 years of experience in conducting land surveys and CAD (Computer-Aided Design) services with 3D modelling and design.
ZenaDrone, LLC became a separate financial reporting segment in 2025 and is consolidated under Drone as a Service (“DaaS”).
ZenaTech acquired Weddle Surveying, Inc., a Tigard, Oregon based professional land surveying company, on January 14, 2025. Weddle serves residential and commercial clients within the Portland Metropolitan region and surrounding areas of Northwest Oregon and Southwest Washington.
ZenaTech acquired KJM Land Surveying, Inc. based in Pensacola, Florida, on January 22, 2025. KJM provides a range of professional land surveying services, including boundary surveys, ALTA surveys, as-built surveys, topographic surveys, and elevation certificates to residential and commercial and construction sectors for over thirty years.
ZenaTech opened Spider Vision Sensors, Ltd, a new business in Taiwan in February 2025. Spider Vision Sensors will help the company with sensors manufacturing while developing a partnership in East Asia to sell to the growing defense market in that region.
ZenaTech bought Othership, Limited, a United Kingdom company on March 18th, 2025. Othership is a workspace and collaborative workplace software company providing workplace scheduling and management solutions to remote-first businesses and individuals. This acquisition will expand ZenaTech’s internal expertise in developing applications using quantum computing across both AI drone and enterprise SaaS areas, where we see growing demand and revenue opportunities.
ZenaTech acquired Wallace Surveying Corporation (“Wallace”) of West Palm Beach, Florida, on April 2nd, 2025. Wallace is a well-established land survey company with thirty years of experience providing construction and land development surveys delivering accurate and reliable data that supports project planning and design for developers, contractors, engineers, and architect customers.
ZenaTech acquired Miller Land Surveying Corporation DBA Survey East II (“Miller”) of Lake Worth, Florida, on April 7th, 2025. The firm is a land survey and mapping company with a 40-year history and deep portfolio of business customers in the Palm Beach County area of South Florida.
ZenaTech acquired Laventure & Associates, Inc., on May 21, 2025. Laventure is a Fort Pierce, Florida, land surveying, mapping, and service firm with in-house expertise to service the powerline inspection market. Atlantic Civil Engineering, Inc., a Port St. Lucie, Florida corporation, is a civil engineering firm servicing Florida and neighboring states. Both Laventure and Atlantic Civil Engineering operate under the Laventure name.
ZenaTech acquired Empire Land Surveying of Pensacola, Florida, on June 9, 2025. The acquired company, Empire Land Surveying, is a Pensacola Florida-based surveying firm with over two decades of expertise and replete customer relationships for topographic, boundary and control surveys. and will serve as strategic bolt-on to the January 2025 acquisition ZenaTech completed of KJM Land Surveying, further adding reach, capacity, and business and government customers in Northwest Florida and the company’s Southeast US region.
Morgan Land Surveying, Inc, a subsidiary of ZenaTech, bought Morgan Surveying, Inc., a Greensboro, North Carolina on August 4, 2025, land surveying firm with an established reputation for serving customers in Guilford County and surrounding areas for over 30 years. This marks the first completed acquisition in North Carolina, expanding the DaaS business presence in the Southeast region along with five recent Florida-based acquisitions and enhances the company’s ability to sell to both government and commercial customers.
ZenaTech acquired Cardinal Civil Resources, of Williamsburg, Virginia on August 1st, 2025. Cardinal is a land surveying and engineering firm with operations across Virginia, North Carolina, and South Carolina. Cardinal’s commercial portfolio includes large national homebuilders as well as custom residential developers, large-scale multi-unit builders, airport hangars. This purchase increases the Company’s DaaS footprint in the Southeast region and its portfolio of marquee major customers including the US Department of Transportation (USDOT). The acquisition also comes at a pivotal time for the domestic drone industry, aligning with the recent policy directive BVLOS (Beyond Visual Line of Sight) proposal introduced by US Transportation Secretary Sean P. Duffy, aimed at expanding the commercial use of unmanned systems nationwide.
ZenaTech acquired Lescure Engineers, Inc. (“Lescure”) of Santa Rosa, California, a civil engineering and land surveying firm on September 11, 2025. Lescure Engineers provides full-service civil engineering since 1979, land surveying, and development planning solutions, with expertise spanning water and wastewater systems, utility and drainage planning, commercial and winery permit applications, construction and subdivisions.
ZenaTech acquired A&J Land Surveyor, Inc. (“A&J”), a Jacksonville, Florida, on September 17th, 2025. A&J is a land-based survey and engineering firm founded in 1995, specializing in complex surveying projects across aviation, utility, and infrastructure, with expertise in runway surveys, hangar projects, and utility development. The firm is well established in Jacksonville and has longstanding relationships with leading regional aviation and utility authorities.
ZenaTech purchased Putt Land Surveying, Inc. (“Putt”), a Tucson, Arizona firm, on October 3, 2025. This transaction ushers in the acceleration of the Company’s central and south Arizona operations currently based in Phoenix, and capacity building to serve DaaS clients throughout the state of Arizona. Putt is a land survey founded more than forty years ago, with established clients including City of Tuscon, school districts, and a range of public and private sector clients. Putt Land Surveying, Inc. has a history of providing professional surveying services across southern Arizona. The company operates throughout Cochise, Pima, Pinal, and Santa Cruz counties, offering boundary, certified land surveys for commercial transactions, topographic, design, and construction staking surveys, along with FEMA (Federal Emergency Management Agency) elevation certificates.
ZenaTech purchased Rampart Surveys, LLC (“Rampart”), a Woodland Park, Colorado, firm on November 12th, 2025. This transaction expands Zenatech’s Drone as a Service national footprint into Colorado, providing the first presence in the US Central West region. Founded in 1997, Rampart Surveys has established a reputation for providing boundary, land title, topographic, and construction staking surveys for commercial projects across central Colorado while maintaining strong relationships with various regional government and private-sector clients across multiple counties. The addition of Rampart Surveys positions ZenaTech to expand service delivery and broaden its DaaS portfolio across Colorado’s agricultural regions to include the introduction of agricultural drone services including crop inspection, monitoring, spraying and crop health analysis.
ZenaTech purchased Smith Surveying Group, LLC (“Smith”), a Jacksonville, Florida firm on November 17, 2025. Smith is a land surveying and inspection firm with longstanding expertise and clients across municipal, aviation, and commercial markets. Founded in 1988, Smith Surveying Group is an established presence in Jacksonville’s public sector and commercial markets across many of the region’s infrastructure, development and land-use projects.
ZenaTech acquired Casado Design Ltd. (“Casado”) of Weston-super-Mare, England, UK-based corporation. They have almost 15 years of experience in conducting land surveys and CAD (Computer-Aided Design) services with 3D modelling and design.
ZenaTech acquired Vara 3D, Inc., (Vara 3D") of Murray, Utah, on December 12, 2025. They are a land surveying company providing construction staking; boundary surveys; solar and water treatment site surveys; and 3D modeling.
ZenaTech purchased Holt Surveying & Mapping, Inc. (“Holt”) of Spokane, Washington, on December 15, 2025. They are a land surveying company with over eight years of experience providing boundary, ALTA, topographic and construction staking.
ZenaTech purchased L.D. King Engineering, Co. Inc. (“L.D. King”) of Ontario, California, on December 18, 2025. They are a civil engineering and land surveying firm with over sixty years of experience providing surveying, engineering, land development, construction management, planning, and quality control services.
ZenaTech purchased Nova Scotia Limited dba Sunrise Window Washers, (“Sunrise”), a Jacksonville, Florida firm on December 15th, 2025. Founded in 1988, Smith Surveying Group is an established presence in Jacksonville’s public sector and commercial markets across many of the region’s infrastructure, development and land-use projects.
Drone as a Service purchased Andrew Spiewak Land Surveyor, Inc. (“Andrew”), a Jacksonville, Florida firm on December 22, 2025. Founded in 1988, Smith Surveying Group is an established presence in Jacksonville’s public sector and commercial markets across many of the region’s infrastructure, development and land-use projects.
After each land survey company acquisition ZenaTech moves forward with converting the service to be provided by drone technology.
Going Concern
We prepared these consolidated financial statements under a going concern basis, which presume that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future The Company had an accumulated (deficit)/Surplus of $(80,292,091) as of March 31, 2026, while the Company had an accumulated (deficit)/surplus of $(53,742,186) as of December 31, 2025. Working capital as of March 31, 2026, was $ 23,978,953 (current assets $38,625,134 less current liabilities $14,646,181). Working capital is current assets
minus current liabilities. The Company has sufficient credit lines to meet its working capital requirements for the next year.
2.BASIS OF PREPARATION
Statement of Compliance
These consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting Interpretation Committee (“IFRIC”). These policies have been consistently applied to all the years presented, unless otherwise stated. The reviewed consolidated financial statements have been authorized by the Company’s Board of Directors meeting on June 2, 2026.
Basis and Principle of Consolidation
ZenaTech branched into the drone industry and the drone surveying (DaaS) is a new reporting segment during January 2025. The Company is in process of introducing drone equipment and technologies for use in the survey businesses acquired during 2025. ZenaTech has now two reportable segments, the enterprise software segment and the drone as a service (DaaS) segment (consisting of survey business). In the software industry we have entities that are in the technology sector and have similar operating activities. We decided this based on the type of products and services each company offers, which is software licensing and software maintenance, the nature of the production processes, which is issuing new software licenses to customers, the type or class of customer for their products and services, which is users of software, and the methods used to distribute their products and services, which is online delivery.
We consolidated financial statement reports for all the companies for the three months ended March 31, 2026, and year ended December 31, 2025 according to IFRS 10.
We have acquired twenty-one land surveying companies and may potentially acquire more. These transactions were all made from parties at arms-length to ZenaTech and do not constitute related party transactions. It is anticipated that as our land surveying business grows following the integration of technology data platforms to gather, plot and complete land surveys using drones, the percentage of conventional land surveys using traditional methods-via Total Stations, tripod-mounted operator-controlled photogrammetry machines, will comprise an increasingly smaller percentage of the business while the overall business grows. The acquisitions are aligned with the drone business by the Company is developing and will be integrated into the drone operations of the Company as it builds out its business.
Subsidiaries are all entities over which the Company has the power to govern the financial and operating policies generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the Company. They are de-consolidated from the date that control ceases.
Inter-company transactions, balances, income, and expenses on transactions are eliminated on consolidation. Profits or losses resulting from intercompany transactions that are recognized in assets are also eliminated. The accounting policies of subsidiaries are consistent with the policies adopted by the Company.
Below is a list of the subsidiaries that had activity during the three months ended March 31, 2026 and December 31, 2025.
Company Name | Country of Incorporation | Economic interests |
PacePlus, Inc. | United States of America | 100% |
SystemView, Inc. | United States of America | 100% |
ZigVoice, Inc. | United States of America | 100% |
ZenaTech, Inc. | Canada | 100% |
TillerStack, GmbH. | Germany | 100% |
PsPortals, Inc. | United States of America | 100% |
Interactive Systems, Inc. | United States of America | 100% |
interlinkONE, Inc. | United States of America | 100% |
ZooOffice, Inc. | United States of America | 100% |
Drones as a Service, Inc. | United States of America | 100% |
KJM Land Surveying, Inc. | United States of America | 100% |
Weddle Surveying, Inc. | United States of America | 100% |
Othership, Limited | United Kingdom | 100% |
Wallace Surveying Corporation | United States of America | 100% |
Miller Land Surveying Corporation | United States of America | 100% |
Laventure & Associates | United States of America | 100% |
Empire Land Surveying | United States of America | 100% |
Morgan Surveying | United States of America | 100% |
Cardinal Civil Resources | United States of America | 100% |
Atlantic Civil Engineering, Inc. | United States of America | 100% |
Lescure Engineers, Inc. | United States of America | 100% |
A&J Land Surveyor, Inc. | United States of America | 100% |
Putt Land Surveying, Inc. | United States of America | 100% |
Rampart Surveys Inc. | United States of America | 100% |
Smith Surveying Group LLC | United States of America | 100% |
Casado Design Ltd. | United Kingdom | 100% |
Vara 3D Inc. | United States of America | 100% |
Holt Surveying & Mapping, Inc. | United States of America | 100% |
L.D. King Engineering | United States of America | 100% |
Nova Scotia Limited dba Sunrise Window Washers | Canada | 100% |
Andrew Spiewak Land Surveyor, Inc. | United States of America | 100% |
ZenaDrone Trading LLC | United Arab Emirates | 100% |
Spider Vision Sensors | Taiwan | 100% |
ZenaDrone Havacilik Hizmetleri Lmt. | Turkey | 100% |
ZenaDrone, Inc. | United States of America | 100% |
ZenaDrone Limited | Ireland | 100% |
ZenaDrone Manufacturing, Inc. | United States of America | 100% |
Workaware, Inc. | United States of America | 100% |
Tillerstack, Inc. | United States of America | 100% |
Ecker Capital, Inc. | United States of America | 100% |
Drone as a Service.com Drone Services Inc. | Canada | 100% |
ZenaDrone Manufacturing (FZE) | United Arab Emirates | 100% |
DaaS SW, Incorporated | United States of America | 100% |
Drone as a Service Franchise, Inc. | United States of America | 100% |
Zena AI, Inc. | United States of America | 100% |
Drone as a Service.com Pty Ltd | Australia | 100% |
ZenaDrone Inc. | Canada | 100% |
Spider Vision Sensors, the Taiwan subsidiary, is a research and development center and currently a cost center. ZenaDrone Havacilik Hizmetleri Lmt. is a subsidiary of ZenaTech Inc., a Wyoming based company. It is a research and development center and currently a cost center.
Basis of Measurement
The consolidated financial statements are prepared on an accrual basis and historical cost basis, except for certain financial instruments, which are measured at fair value. These consolidated financial statements are prepared and presented in Canadian dollar (“CAD”) and represented by a dollar sign ($). The functional currency of the Company is the Canadian dollar, and the functional currency of the subsidiaries is Canadian dollar, United States of America (“USD”) dollar, euro, GBP, AED, New Taiwan dollar and Turkish Lira. In addition to Canada, the Company has operations in the United States of America, UAE, UK, Germany, Taiwan and Turkey.
The Company has a facility in Sharjah, UAE. ZenaTech plans to open a manufacturing facility in Nevada, USA and sales offices related to the drones in Germany, Ireland, United Arab Emirates, and United Kingdom. ZenaTech is negotiating with potential drone clients in Europe, Asia and South America.
Significant Accounting Estimates and Assumptions
These consolidated financial statements were prepared in conformity with International Financial Reporting Standards, or IFRS. This requires management to make assumptions, estimates, and judgments that affect the application of policies and reported amounts of assets and liabilities and disclosures of assets and liabilities at the date of the consolidated financial statements, along with reported amounts of expenses and net losses during the period. Actual results may differ from these estimates, and as such, estimates and underlying assumptions are reviewed on an ongoing basis. Revisions are recognized in the period in which the estimates are revised and in any future periods affected. Significant assumptions about the future and other sources of estimation uncertainty that management has made at the statement of financial position reporting date that could result in a material adjustment to the carrying value of assets and liabilities, if actual results differ from assumptions made, relate to, but are not limited to, the following:
Income Taxes
The determination of deferred income tax assets or liabilities requires subjective assumptions regarding future income tax rates and the likelihood of utilizing tax carryforwards. Changes in these assumptions could materially affect the recorded amounts and therefore do not necessarily provide certainty as to their recorded values. Deferred tax assets are recognized when it is determined that the company is likely to recognize their recovery from the generation of taxable income.
Contingencies
The assessment of contingencies involves the exercise of significant judgment and estimates of the outcome of future events. In assessing loss contingencies related to legal proceedings that are pending against the Company and that may result in regulatory or government actions that may negatively impact the Company’s business or operations, the Company and its legal counsel evaluate the perceived merits of the legal proceeding or unasserted claim or action as well as the perceived merits of the nature and amount of relief sought or expected to be sought, when determining the amount, if any, to recognize as a contingent liability or when assessing the impact on the carrying value of the Company’s assets. Contingent assets are not recognized in the consolidated financial statements.
Business Combinations
The assessment of whether an acquisition meets the definition of a business or whether assets are acquired is an area of key judgment. If deemed to be a business combination, applying the acquisition method to business combinations requires each identifiable assets and liability to be measured at its acquisition date fair value. The excess, if any, of the fair value of consideration over the fair value of the net identifiable assets acquired is recognized as goodwill. If deemed to be an asset acquisition, acquisition considerations are allocated to assets acquired and liabilities assumed on a relative fair value basis and no goodwill is recognized. In case of transaction under common control, the assets and liabilities acquired are accounted for on the carrying value of previous owner.
Impairment of Non-Financial Assets
An impairment loss is recognized for the amount by which the assets or cash-generating unit's carrying amount exceeds its recoverable amount. To determine the recoverable amount, management estimates expected future cash flows from each asset or cash-generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. In the process of measuring expected future cash flows, management makes assumptions about future operating results. In addition, when determining the applicable discount rate, estimation is involved in determining the appropriate adjustments to market risk and asset specific risk factors.
Other Significant Judgments
−The assessment of the Company’s ability to continue as a going concern and whether there are events or conditions that may give rise to significant uncertainty;
−the classification of financial instruments;
−the assessment of revenue recognition using the five-step approach under IFRS 15 and the collectability of accounts receivable;
−the determination of whether a set of assets acquired, and liabilities assumed constitute a business; and
−the determination of the functional currency of the company.
−expected credit loss on accounts receivable the company applies IFRS 9 simplified approach to measuring expected credit losses on trade receivables and recognizes a lifetime ECL allowance from initial recognition,
−changes in forecast performance or probability assessments underlying the earn-out measurement could result in a corresponding change in the fair value of the contingent consideration.
−judgment in determining the grant date and service period for shares issued to directors and officers under IFRS 2.
−judgment in assessing whether conversion options and warrants meet the fixed-for-fixed equity classification criteria under IAS 32. Features that do not meet equity classification are recognized as derivative financial liabilities and measured at fair value through profit or loss.
Foreign Currency Translation
Transactions in foreign currencies are translated into Canadian dollars at rates of exchange at the time of such transactions. Monetary assets and liabilities are translated at the reporting period rate of exchange. Non-monetary assets and liabilities are translated at historical exchange rates. Revenue and expenses denominated in a foreign currency are translated at the monthly average exchange rate. Gains and losses resulting from the translation adjustments are included in income.
The following table describes the exchange rates applied as of March 31, 2026.
Currency Pair | Three Months-Ended Rate | Average Rate |
USD/CAD | 1.3916 | 1.3720 |
CAD/Euro | 0.6220 | 0.6229 |
GBP/CAD | 1.8405 | 1.8488 |
CAD/AED | 2.6396 | 2.6771 |
TWD(NT$)/CAD | 0.0436 | 0.0434 |
TRY/CAD | 0.0313 | 0.0314 |
The following table describes the exchange rates applied as of December 31, 2025.
Currency Pair | Year-Ended Rate | Average Rate |
USD/CAD | 1.3726 | 1.3976 |
CAD/Euro | 0.6204 | 0.6342 |
GBP/CAD | 1.8491 | 1.8418 |
CAD/AED | 2.6758 | 2.6280 |
TWD(NT$)/CAD | 0.0437 | 0.0449 |
TRY/CAD | 0.0318 | 0.0353 |
The functional currencies for the parent company and each subsidiary are as follows:
Company Name | Functional Currency |
ZenaTech, Inc. | Canada dollar |
PacePlus, Inc. | United States of America dollar |
SystemView, Inc. | United States of America dollar |
ZigVoice, Inc. | United States of America dollar |
TillerStack, GmbH. | Euro |
PsPortals, Inc. | United States of America dollar |
Interactive Systems, Inc. | United States of America dollar |
interlinkONE, Inc. | United States of America dollar |
ZooOffice, Inc. | United States of America dollar |
Drone as a Service, Inc. | United States of America dollar |
KJM Land Surveying, Inc. | United States of America dollar |
Weddle Surveying, Inc. | United States of America dollar |
Othership, Ltd. | United Kingdom pound |
Wallace Surveying Corporation | United States of America dollar |
Miller Land Surveying Corporation | United States of America dollar |
Laventure & Associates, Inc. | United States of America dollar |
Empire Land Surveying | United States of America dollar |
Morgan Surveying | United States of America dollar |
Cardinal Civil Resources | United States of America dollar |
Atlantic Civil Engineering, Inc. | United States of America dollar |
Lescure Engineers, Inc. | United States of America dollar |
A&J Land Surveyor, Inc. | United States of America dollar |
Putt Land Surveying, Inc. | United States of America dollar |
Rampart Surveys Inc. | United States of America dollar |
Smith Surveying Group LLC | United States of America dollar |
Casado Design Ltd. | United Kingdom pound |
Vara 3D Inc. | United States of America dollar |
Holt Surveying & Mapping, Inc. | United States of America dollar |
L.D. King Engineering | United States of America dollar |
Nova Scotia Limited dba Sunrise Window Washers | Canada dollar |
Andrew Spiewak Land Surveyor, Inc. | United States of America dollar |
ZenaDrone Trading LLC | United Arab Emirates Dirham |
Spider Vision Sensors | New Taiwan dollar |
ZenaDrone Havacilik Hizmetleri Lmt. | Turkish Lira |
ZenaDrone, Inc. | United States of America dollar |
ZenaDrone Limited | Euro |
ZenaDrone Manufacturing, Inc. | United States of America dollar |
Workaware Inc. | United States of America dollar |
TillerStack, Inc. | United States of America dollar |
Ecker Capital, Inc. | United States of America dollar |
DroneAsA Service.com Drone Services Inc. | Canada Dollar |
ZenaDrone Manufacturing (FZE) | United Arab Emirates Dirham |
DaaS SW, Incorporated | United States of America dollar |
Drone as a Service Franchise, Inc. | United States of America dollar |
Zena AI, Inc. | United States of America dollar |
Drone as a Service.com Pty Ltd | Australian Dollar |
Zenatech, Inc. | United States of America dollar |
ZenaDrone, Inc. | Canada dollar |
Financial statements of subsidiaries for which the functional currency is not the Canadian dollar are translated into Canadian dollars as follows: all asset and liability accounts are translated at the year-end exchange rate; all earnings and expense accounts and as well as cash flow statement items are translated at average exchange rates for the year. The resulting translation gains and losses are recorded as exchange differences in translating foreign operations into other comprehensive income.
Functional Currency
The Company determines the functional currency through an analysis of several indicators such as expenses and cash flow, financing activities, retention of operating cash flows, and frequency of transactions with the reporting entity. These assumptions relate to future events and circumstances. Actual results may vary and may cause significant adjustments to the Company’s assets within the next financial year.
ZenaTech made company acquisitions in United States dollars, or USD. We used US dollars to describe these transactions since they were historical amounts. When appropriate for certain year-end balance sheet information, we converted those amounts to Canadian dollars, CAD or $, as listed on the https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
3.MATERIAL ACCOUNTING POLICIES
The significant accounting policies used in the preparation of these consolidated financial statements set out below have been applied consistently in all material respects.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, deposits held at call with financial institutions and other short-term, highly liquid investments with original maturities of six months or less that are readily convertible to known amounts of cash and subject to an insignificant risk of change in value. The Company had $8,526,481 in cash and no other cash equivalents as of March 31, 2026 (December 31, 2025: $5,980,366).
Inventories of Drone Components
Inventories are initially recognized at cost, and subsequently at the lower of cost and net realizable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Marketable Securities
The Company classifies short-term investments in marketable securities as current assets. As of March 31, 2026, the Company held marketable securities totaling $6,438,085 (December 31, 2025: $9,093,887) representing amounts held in the Cash Investment (CAN) account and related short-term investment vehicles. These are measured at fair value through profit or loss. As of March 31, 2026, the marketable securities are invested through BMO and Merrill (Bank of America) in cash of $508,949 and $1,508,638, equities of $2,729,895 and alternative investments of $1,690,603.
As of December 31, 2025, the marketable securities are invested through BMO and Merrill (Bank of America) in bonds $744,822, ETFs 1,409,403, liquid and treasury funds 4,477,230, redeemable short-term investment certificates $500,000 and other short-term securities $1,962,432.
Accounts Receivable
Accounts receivable are amounts due from customers for services transferred in the ordinary course of business where the Company’s right to consideration is unconditional, other than the passage of time. Accounts receivables are initially recognized at the amount of consideration that is unconditional and are subsequently measured at amortized cost, less loss allowance for expected credit losses. The Company does not charge interest on normal accounts receivable.
The Company had accounts receivable of $5,374,533 as of March 31, 2026, less an allowance for uncollectible accounts of $822,505, for a net balance of $4,552,028 (December 31, 2025: $4,166,885). The significant increase reflects the addition of twenty-one land surveying subsidiaries acquired throughout 2025.
Contract assets
Contract assets represent the Company’s right to consideration for services transferred to customers where the right to payment is conditional on completion of remaining Contract assets are reclassified to trade receivables when the Company’s right to consideration becomes unconditional, which generally occurs upon completion of the related service or issuance of an invoice in accordance with the contract term.
Contract liabilities
A contract liability is recognized when the Company receives consideration, or has an unconditional right to receive consideration, before the related goods or services are transferred to the customer. Contract liabilities primarily include deferred revenue from SaaS subscription, hosting, maintenance and support arrangements billed in advance, customer deposits, and advance billings for survey services. Contract liabilities are recognized as revenue when, or as, the related performance obligations are satisfied.
Contract liabilities are classified as current when the Company expects to satisfy the related performance obligations within twelve months after the reporting date.
The Company had contract liabilities of $1,142,536 as of March 31, 2026, and $1,270,958 as of December 31, 2025. The change during the year reflects billings and collections in advance of performance obligations, revenue recognized during the period from opening deferred revenue, additions from business combinations, and foreign currency translation effects. Management has not identified any material long-term contract liabilities requiring separate non-current presentation.
Expected credit loss
The Company applies the simplified approach under IFRS 9 to measure expected credit losses on trade receivables and contract assets. Accordingly, the Company recognizes a loss allowance based on lifetime expected credit losses from initial recognition of the receivable or contract asset.
Expected credit losses are measured using a provision matrix based on historical collection experience and ageing of outstanding balances
The expected credit loss allowance was $606,731 as of December 31, 2025, and increased to $822,505 as of March 31, 2026, primarily due to the acquisition of land surveying subsidiaries during the year and the related increase in trade receivables from the survey services business. Management considers the allowance to represent its best estimate of lifetime expected credit losses at the reporting date.
Long-Term Assets
The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
As of March 31, 2026 and December 31, 2025, other long-term assets amounted to $1,084,477 and $1,080,656 respectively. This balance includes long-term whole life insurance policy obtained for the Chief Executive Officer, under which the Company is the beneficiary and security deposits paid for office spaces occupied under long-term lease arrangements and other long-term assets.
Current versus non-current classification
The Group presents assets and liabilities in the consolidated statement of financial position based on current/non-current classification.
An asset is current when it is expected to be realized or intended to be sold or consumed in the normal operating cycle, held primarily for the purpose of trading, expected to be realized within twelve months after the reporting period, or cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the reporting period. All other assets are classified as non-current.
A liability is current when it is expected to be settled in the normal operating cycle, it is held primarily for the purpose of trading, it is due to be settled within twelve months after the reporting period, or there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period. The Group classifies all other liabilities as non-current
Property, plant and equipment
Property, plant and equipment are tangible assets that are held for use in the Property, Plant and Equipment are initially recognized at cost when it is probable that future economic benefits associated with the asset will flow to the Company and the cost of the asset can be measured reliably. Cost includes the purchase price, non-refundable duties and taxes, directly attributable costs necessary to bring the asset to the location and condition required for it to operate in the manner intended by management, and, where applicable, the initial estimate of dismantling, removal and site restoration obligations.
Property, plant and equipment acquired in a business combination are recognized at their acquisition-date fair values in accordance with IFRS 3.
Subsequent to initial recognition, property, plant and equipment are measured using the cost model and are carried at cost less accumulated depreciation and accumulated impairment losses, if any. The Company does not apply the revaluation model.
Subsequent expenditure is capitalized only when it is probable that the expenditure will result in future economic benefits flowing to the Company and the cost can be measured reliably. The carrying amount of any replaced part is derecognized. Repairs and maintenance costs are recognized as profit or loss as incurred.
Depreciation is recognized so as to allocate the depreciable amount of an asset, being cost less estimated residual value, over its estimated useful life. Depreciation commences when the asset is available for use, that is, when it is in the location and condition necessary for it to operate in the manner intended by management. Depreciation ceases at the earlier of the date the asset is classified as held for sale in accordance with IFRS 5 and the date the asset is derecognized. Under IAS 16, useful lives and residual values are reviewed at least at each financial year-end and changes are accounted for prospectively as changes in accounting estimates.
Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets as follows:
Asset class | Estimated useful life |
Computers and related equipment | 5 years |
Furniture and fixtures | 5 years |
Vehicles | 6 years |
Business and surveying equipment (Including Drone Equipment) | 4 years for drone equipment and 6 years for others |
Leasehold improvements | Shorter of useful life and lease term |
Assets under construction / capital work-in-progress | Not depreciated until available for use |
The useful lives stated above represent the estimated useful lives generally applied to newly acquired assets in the respective asset classes. For used property, plant and equipment acquired through business combinations, depreciation is calculated over the estimated remaining useful life of the asset from the date of acquisition. The estimated remaining useful life is determined by management based on the physical condition, expected future use and other asset-specific factors existing at the acquisition date. Accordingly, used assets acquired in a business combination may be depreciated over a shorter period than the standard useful life stated above for the relevant asset class.
The depreciation method, residual value and useful life of each class of property, plant and equipment are reviewed at each reporting date and adjusted prospectively, where appropriate, as a change in accounting estimate. The depreciation method selected reflects the pattern in which the asset’s future economic benefits are expected to be consumed. IAS 16 permits methods such as straight-line, diminishing balance and units of production, provided the method reflects the pattern of consumption of economic benefits.
Assets under construction and capital advances for property, plant and equipment are carried at cost and are not depreciated until the assets are available for use. Amounts paid in advance for the acquisition or construction of property, plant and equipment are presented as capital advances or capital work-in-progress, as applicable, until the related asset is ready for its intended use.
Borrowing costs directly attributable to the acquisition or construction of qualifying assets, being assets that necessarily take a substantial period of time to get ready for their intended use, are capitalized as part of the cost of those assets in accordance with IAS 23. Other borrowing costs are recognized as profit or loss in the period in which they are incurred.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition is determined as the difference between the net disposal proceeds and the carrying amount of the asset and is recognized in profit or loss.
The Company assesses at each reporting date whether there is any indication that property, plant and equipment may be impaired. If any such indication exists, the Company estimates the recoverable amount of the asset or the cash-
generating unit to which the asset belongs. An impairment loss is recognized when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Recoverable amount is the higher of fair value less costs of disposal and value in use. Impairment losses are recognized in profit or loss. Where an impairment loss subsequently reverses, the carrying amount is increased to the revised estimate of recoverable amount, but not above the carrying amount that would have been determined had no impairment loss been recognized in prior periods.
Product Development Costs and Intangible Assets
The Company recognizes intangible assets, including acquired intangible assets and internally generated development value, less costs of disposal and value in use. An impairment loss is recognized when the carrying amount of an asset or cash-generating unit exceeds its recoverable amount. Impairment losses are recognized in profit or loss.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but not above the carrying amount that would have been determined had no impairment loss been recognized in prior periods.
Goodwill is accounted for and tested for impairment in accordance with the Company’s goodwill impairment policy.
Goodwill
The Company performed its annual goodwill impairment assessment as of 12/31/2025. For each CGU or group of CGUs to which goodwill has been allocated, the Company determined the recoverable amount on the basis of value in use, calculated using discounted cash flow models derived from management-approved multi-year forecasts.
The key assumptions underpinning the value-in-use calculations reflect the Company's position as a growth-stage SaaS business operating in a large and expanding addressable market. Management's projections incorporate strong and improving gross margins consistent with a scalable, subscription-based revenue model, as well as customer retention rates, anticipated new logo additions, and expected progression toward operating leverage as acquisition-related integration and transaction costs — which are non-recurring in nature — are absorbed and the combined businesses reach steady-state operating efficiency. Although the consolidated income statement for the current fiscal year reflects a net loss position, this outcome is attributable to the significant one-time and period costs associated with the volume of acquisitions completed, including transaction advisory fees, integration expenditures, and other acquisition-related charges that are not indicative of the ongoing earnings capacity of the underlying businesses. Gross margins across the combined CGUs remain strong and are consistent with management's long-term operating model.
The pre-tax discount rates applied to each CGU's cash flow projections are based on a weighted average cost of capital derived from observable market data, adjusted to reflect the risks specific to each CGU's operating geography and revenue profile. Terminal growth rates applied beyond the explicit forecast period are consistent with long-term expectations for the SaaS sector and do not exceed the long-term average growth rate of the markets in which each CGU operates.
Based on the results of the annual impairment assessment, the recoverable amount of each CGU or group of CGUs to which goodwill has been allocated exceeded its respective carrying amount as of 12/31/2025. Accordingly, no impairment loss has been recognized in respect of goodwill for the fiscal year ended 2025.
Management has considered the sensitivity of the impairment assessment to changes in key assumptions, including a reduction in forecast revenue growth rates, a compression of gross margins, and an increase in the pre-tax discount rate. Based on reasonably possible adverse movements in each of these assumptions, management has concluded that no such change, individually or in combination, would result in the carrying amount of goodwill exceeding the recoverable amount of any CGU. Accordingly, no indicators of impairment have been identified and no impairment.
Goodwill | March 31, 2026 | December 31, 2025 |
| $ | $ |
Balance, Beginning of Year | 12,106,307 | 2,468,722 |
Goodwill recognized on acquisitions (Note-4) | — | 9,637,585 |
Balance, End of Year | 12,106,307 | 12,106,307 |
Financial Instruments
ZenaTech accounts for its financial instruments according to IFRS 9.
Classification
The Company classifies its financial assets in the following measurement categories:
·those to be measured subsequently at fair value (either through OCI or through profit or loss), and
·those to be measured at amortized cost.
The classification depends on the Company’s business model for managing the financial assets and the contractual terms of the cash flows.
For assets measured at fair value, gains and losses will either be recorded in profit or loss or OCI. For investments in equity instruments that are not held for trading, this will depend on whether the group has made an irrevocable election at the time of initial recognition to account for the equity investment at fair value through other comprehensive income (FVOCI).
The Company reclassifies debt instruments when and only when its business model for managing those assets changes.
Recognition and Derecognition
Purchases and sales of financial assets in the normal course of business are recognized on trade date, the date on which the Company commits to purchase or sell the asset. Financial assets are derecognized when the rights to receive cash flows from the financial assets have expired or have been transferred and the Company has transferred substantially all the risks and rewards of ownership.
Measurement
At initial recognition, the Company measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (FVPL), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVPL are expensed in profit or loss.
Financial assets with embedded derivatives are considered in their entirety when determining whether or not their cash flows are solely payment of principal and interest.
Debt Instruments
Subsequent measurement of debt instruments depends on the Company’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Company classifies its debt instruments:
Amortized cost: Assets that are held for collection of contractual cash flows, where those cash flows represent solely payments of principal and interest, are measured at amortized cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognized directly in profit or loss and presented in other gains or losses together with foreign exchange gains and losses. Impairment losses are presented as separate line items in the statement of profit or loss.
FVOCI: Assets that are held for collection of contractual cash flows and for selling the financial assets, where the assets’ cash flows represent solely payments of principal and interest, are measured at FVOCI. Movements in the carrying amount are taken through OCI, except for the recognition of impairment gains or losses, interest income and foreign exchange gains and losses which are recognized in profit or loss. When the financial asset is derecognized, the cumulative gain or loss previously recognized in OCI is reclassified from equity to profit or loss and recognized in other gains or losses. Interest income from these financial assets is included in finance income using the effective interest rate method. Foreign exchange gains and losses are presented in other gains or losses and impairment expenses are presented as separate line in the statement of profit or loss.
FVPL: Assets that do not meet the criteria for amortized cost or FVOCI are measured at FVPL. A gain or loss on a debt investment that is subsequently measured at FVPL is recognized in profit or loss and presented net within other gains or losses in the period in which it arises.
Equity Instruments
The Company subsequently measures all equity investments at fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in OCI, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognized in profit or loss as other income when the Company’s right to receive payments is established.
Changes in the fair value of financial assets at FVPL are recognized in other gains or losses in the statement of profit or loss as applicable. Impairment losses and reversal of impairment losses on equity investments measured at FVOCI are not reported separately from other changes in fair value.
Impairment
The Company assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at an amortized cost and FVOCI. The impairment methodology applied depends on whether there has been a significant increase in credit risk.
For trade receivables, the Company applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognized from initial recognition of the receivables.
Share Capital
The Company records the proceeds from share issuances net of issue costs and any tax effects. Common shares issued for consideration other than cash are valued based on their market value at the date the common shares are issued.
Revenue
ZenaTech had two types of businesses during 2025, the Software as a Service (“SaaS”) revenue and the revenue from Survey business beginning with January 2025. For these two types of businesses, it recognizes revenue under IFRS 15.
IFRS 15 – Revenue from Contracts with Customers for the SaaS Customers
The Company earns its revenue from managing software derived from business to business or business to government operations. The Company is the only manufacturer of this software, and it only sells software on a standalone basis directly to the end user.
Revenue is usually billed and collected at the beginning of the service period, which can be one month, three months, six months, or a year. The revenue is earned through time and recognized at the end of the reporting period. Any amount billed to customers for which services have not yet been provided is recorded as deferred revenue, which is a current liability on the balance sheet. The Company’s software revenue, which comes from software licensing, and support and maintenance agreements that are earned over a period of time, represents approximately 90%.
The Company also earns revenue from custom software programming. Most custom project-oriented software programming are derived from upgrades to software or custom programming to existing software. These projects are
small and will usually end within 6-8 weeks. These custom projects are typically paid 50% upfront and the second part of the revenue is earned at the end of the project. This is a small portion of the company’s revenue, approximately 10%.
Revenue Recognition
Sale of Software Licenses
The software license at the customer’s site is sold as a one-time perpetual license. The software license sales are recognized as revenue when a fixed fee order has been received, and delivery has occurred to the customer. Revenue is recognized generally upon customer acceptance (point-in-time) of the software product and verification that it meets the required specifications. Software is delivered to customers electronically.
Software as a service
Software as a service includes revenue from software licensing and delivery in which software is licensed on a subscription basis and is centrally hosted. These services often include software updates which provide customers with rights to unspecified software product upgrades and maintenance releases and patches released during the term of the support period. Contracts for these services are generally 12-36 months in length. Revenue is recognized ratably and evenly over the term of the agreement.
Maintenance and support services
The Company sells maintenance and support services which include access to technical support personnel for software and hardware troubleshooting and monitoring of the health of a customer’s network, access to a sophisticated web-portal for managing the end-to-end hardware and software digital ecosystem, and hosting support services through our network operations center, or NOC. These services provide either physical or automated remote monitoring which support customer networks 7 days a week, 24 hours a day.
These contracts are generally 12-36 months in length and generally automatically renewed for additional 12-month periods unless cancelled by the customer. Rates for maintenance and support contracts are typically established based upon a fee per location or fee per device structure, with total fees subject to the number of services selected. Revenue is recognized ratably and evenly over the term of the agreement.
IFRS 15 – Revenue from Contracts with Customers for the Survey business
Revenue Recognition
DaaS offices are being equipped with drones, training, and are hiring drone pilots. A tech platform for data analysis and 3D data plotting is being built, and a team of centralized specialized drone data analysts are being hired to integrate the same with the survey business. The survey businesses typically earn revenue on contract basis with payment made at the end of the project. Some projects or customers may require upfront payment; however, the amount may vary and depends on the newness of the customer and the size of the project. As such, there are few significant payments that need to be deferred. The payments cover the invoiced amount that the survey companies bill, for the most part, and the work performed is documented and described on the invoice. Any changes to the original scope of the project are documented as well.
The revenue recognition process under IFRS 15 involves five key steps:
The Company performs the following five steps in order to recognize revenue: (1) defining and identifying the contract(s) with a customer and how to account for a change order and other modifications; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
The table below details the revenue breakdown for our companies by product type and geographical location for the three months ended March 31, 2026, and year ended December 31, 2025.
|
| Three Months Ended ($) |
| Year Ended ($) |
Revenue by Geographical Region |
| 3/31/2026 |
| 12/31/2025 |
Survey Business: |
|
|
|
|
Acquisitions 2025 – Canada |
| 33,189 |
| 240 |
Acquisitions 2025 – United Kingdom |
| 126,027 |
| 122,060 |
Acquisitions 2025 – USA |
| 7,653,246 |
| 9,983,434 |
Total DaaS Revenue by Geographical Region |
| 7,812,462 |
| 10,105,734 |
Software as a Service: |
|
|
|
|
PacePlus, Interactive, all others – USA |
| 568,867 |
| 2,745,745 |
WorkAware – Canada |
| 2,537 |
| 9,325 |
TillerStack – Germany |
| – |
| – |
Othership – United Kingdom |
| 18,453 |
| 51,918 |
Total SaaS Revenue by Geographical Region |
| 589,857 |
| 2,806,988 |
Total Revenue |
| 8,402,319 |
| 12,912,722 |
ZenaTech did not have any major customers according to IFRS 8 paragraph 34 for the three months ended March 31, 2026, or as of December 31, 2025.
Business combinations and transactions under common control
The assessment of whether an acquisition meets the definition of a business or represents an asset acquisition requires judgment. For acquisitions that meet the definition of a business and are not transactions under common control, the Company applies the acquisition method of accounting, under which identifiable assets acquired, and liabilities assumed are measured at their acquisition-date fair values. Any excess of the consideration transferred over the fair value of the identifiable net assets acquired is recognized as goodwill. If the transaction is an asset acquisition, the consideration paid is allocated to the assets acquired and liabilities assumed based on their relative fair values, and no goodwill is recognized. Transactions in which the Company acquires assets, liabilities, businesses or entities from parties that are under common control before and after the transaction are accounted for using the predecessor carrying value method. Under this method, the assets and liabilities acquired are recognized at the carrying amounts recorded in the financial statements of the transferring entity or previous owner. No goodwill is recognized as a result of such transactions. Any difference between the consideration transferred and the predecessor carrying amounts of the net assets acquired is recognized directly in equity within “Common Control Adjustment Account”, as applicable. The Company applies this policy consistently to all transactions under common control.
Basic earnings or loss per share are computed by dividing the number of common shares outstanding by the comprehensive net earnings or loss available to common shareholders for the period. The diluted income and loss per share are computed by dividing the comprehensive income and loss by the weighted average number of shares outstanding during the reporting period. Diluted earnings or loss per share are computed similarly to basic earnings or loss per share except that the weighted average share outstanding is increased to include additional shares for the assumed exercise of stock options and warrants, if dilutive. The number of additional shares is calculated by assuming that outstanding stock options and warrants were exercised and that the proceeds from such exercises were used to acquire common stock at the average market price during the reporting periods.
Leases
A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. At the commencement date, the lease liability is recognized at the present value of the future lease payments and discounted using the interest rate implicit in the lease or the Company's incremental borrowing rate. A corresponding right-of-use ("ROU”) asset will be recognized at the amount of the lease liability, adjusted for any lease incentives received and initial direct costs incurred. Over the term of the lease, financing expense is recognized on the lease liability using the effective interest rate method and charged to net income. Lease payments are applied against the lease liability and depreciation on the ROU asset is recorded by class of underlying asset.
The lease term is the non-cancellable period of a lease and includes periods covered by an optional lease extension option if reasonably certain the Company will exercise the option to extend. Conversely, periods covered by an option to terminate are included if the Company does not expect to end the lease during that time frame. Leases with a term of less than twelve months or leases for underlying low value assets are recognized as an expense in net income on a straight-line basis over the lease term.
A lease modification will be accounted for as a separate lease if it materially changes the scope of the lease. For a modification that is not a separate lease, on the effective date of the lease modification, the Company will remeasure the lease liability and corresponding ROU asset using the interest rate implicit in the lease or the Company's incremental borrowing rate. Any variance between the remeasured ROU asset and lease liability will be recognized as a gain or loss in net income to reflect the change in scope.
ZenaTech had a prepaid month-to-month lease, which expired mid-June 2023. The Company has since changed locations and commenced a long-term lease contract starting at the end of June 2023. The lease contract is non-cancellable for an initial 5-year term and then can be extended to 25 years, per agreement.
ZenaTech entered several operating one-year leases during 2024 and 2025 at various locations in USA, Canada and UAE.
ZenaTech leases office and warehouse space in multiple locations under long-term leases with terms ranging from 2 to 10 years. The following is a summary of these leases and the remaining undiscounted payments by maturity.
Lease Liabilities
ZenaTech leases office and warehouse space in multiple locations under long-term leases with terms ranging from more than 1 years to 10 years. The following is a summary of these leases and the remaining undiscounted payments by maturity.
Below are tables describing the maturity of the contractual lease and ROU asset as of March 31, 2026.
Below are tables describing the maturity of the contractual lease and ROU asset as of March 31, 2026.
Maturity analysis |
|
|
Contractual undiscounted cash flows (CAD) |
|
|
Less than a year | $ | 1,506,793 |
One to five years |
| 4,515,326 |
More than 5 years |
| 701,915 |
Total undiscounted as of March 31, 2026 | $ | 6,724,033 |
Right of Use (ROU) Asset
Right of Use Asset, net |
|
|
ROU asset | $ | 5,870,862 |
Amortization |
| (274,766) |
Total net Right of Use Asset as of March 31, 2026 | $ | 5,595,996 |
Lease Liability |
|
|
Current | $ | 1,198,484 |
Non-current |
| 4,603,415 |
Total lease liability as of March 31, 2026 | $ | 5,801,889 |
Below are tables describing the maturity of the contractual lease and ROU asset as of December 31, 2025.
Maturity analysis as of December 31, 2025 |
|
|
Contractual undiscounted cash flows (CAD) |
|
|
Less than a year | $ | 1,142,828 |
One to five years |
| 3,358,418 |
More than 5 years |
| 83,817 |
Total undiscounted as of December 31, 2025 | $ | 4,585,063 |
Right of Use (ROU) Asset
Right of Use Asset, net |
|
|
ROU asset | $ | 4,410,982 |
Amortization |
| (323,329) |
Total net Right of Use Asset as of December 31, 2025 | $ | 4,087,653 |
Lease Liability |
|
|
Current | $ | 921,068 |
Non-current |
| 3,279,270 |
Total lease liability as of December 31, 2025 | $ | 4,200,338 |
Income Taxes
Current tax is the expected tax payable or receivable on taxable income or loss for the year, using tax rates and laws enacted or Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and their tax bases. Deferred tax is measured using tax rates and laws enacted or substantively enacted at the reporting date that are expected to apply when the related deferred tax asset is realized or deferred tax liability is settled.
Deferred tax assets are recognized only to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilized.
Current and deferred tax are recognized in profit or loss, except to the extent they relate to items recognized in other comprehensive income or directly in equity, in which case the related tax is also recognized in other comprehensive income or directly in equity, respectively.
Deferred tax assets and liabilities are offset only when the Company has a legally enforceable right to offset current tax assets and liabilities and the deferred taxes relate to the same taxation authority and the same taxable entity, or entities that intend to settle current tax assets and liabilities on a net basis.
Earn-Out Liabilities (Contingent Consideration)
In accordance with IFRS 3 (Business Combinations) and IFRS 13 (Fair Value Measurement), the contingent consideration, in the form of earn-out arrangements, has been recognized at fair value as of the acquisition date. The earn-out amounts are contingent on achieving specified revenue targets set out in the respective acquisition agreements and are payable over the earn-out period.
The earn-out liability is recognized at its fair value as of the acquisition date and will be re-measured at each reporting period. Any adjustments to the fair value of the contingent consideration will be reflected in the profit or loss.
In connection with certain acquisitions completed during the year, the Group entered into earn-out arrangements with the former owners of the acquired businesses. The earn-outs are generally payable if specified post-acquisition revenue targets are achieved over one- to three-year earn-out periods. The contractual measures are generally based on invoiced and collected revenues, excluding revenue from post-closing acquisitions, and in some cases are also subject to additional profitability conditions.
The Group recognized contingent consideration at fair value on the acquisition date as part of consideration transferred. Fair value was determined using a Monte Carlo simulation based on forecast revenues, contractual threshold payments, volatility assumptions, discount rates, settlement timing and credit risk. The carrying amount of contingent consideration as of March 31, 2026 is $1,291,546 (Previous year – $1,291,546) . The measurement remains sensitive to changes in forecast revenue, volatility, discount rates and the probability of achieving contractual targets.
Provisions
Recognition of Provisions
A provision is recognized when the Group has a present obligation (either legal or constructive) as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can be made.
Measurement of Provisions
Provisions are measured at the best estimate of the expenditure required to settle the obligation, considering the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, provisions are discounted using a pre-tax rate that reflects current market conditions and the specific risks associated with the liability.
Review and Adjustment of Provisions
Provisions are reviewed at each reporting date and adjusted to reflect the best estimate at that time. If the likelihood of an outflow of resources changes or new information becomes available, the provision is revised accordingly.
Earnings / Loss per Share
The Company presents basic and diluted earnings or loss per share in accordance with IAS 33, Earnings per Share.
Basic earnings or loss per share is calculated by dividing profit or loss attributable to ordinary shareholders of the Company by the weighted average number of common shares outstanding during the period.
Diluted earnings or loss per share is calculated by adjusting profit or loss attributable to ordinary shareholders and the weighted average number of common shares outstanding for the effects of all dilutive potential common shares, including warrants, options, convertible instruments and contingently issuable shares, where applicable.
The weighted average number of common shares is adjusted retrospectively for share splits, reverse share splits, bonus issues, share consolidations and similar transactions that change the number of shares outstanding without a corresponding change in resources.
New Pronouncement
New and revised IFRS Accounting Standards applied with no material effect on the financial statements
The group has applied the following amendment for the first time for its annual reporting for the period commencing 1 January 2025:
·Amendment to IAS 21 – Lack of Exchangeability
The amendment listed above did not have any impact on the amounts recognized in prior periods and are not expected to significantly affect the current or future periods.
Standards, amendments to published standards and interpretations that are not yet effective and have not been early adopted by the Group
·Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and IFRS 7);
·Annual Improvements to IFRS Accounting Standards – Volume 11;
·Contracts Referencing Nature-dependent Electricity (Amendments to IFRS 9 and IFRS 7);
·Translation to a Hyperinflationary Presentation Currency (Amendments to IAS 21);
·Presentation and Disclosure in Financial Statements (IFRS 18); and
·Subsidiaries without Public Accountability: Disclosures (IFRS 19)
4.ACQUISITIONS AND SALES
Acquisition of Weddle Surveying, Inc.
ZenaTech acquired all outstanding shares of equity securities and warrants of Weddle Surveying, Inc., a Oregon, United States of America, corporation on January 14, 2025. Weddle serves residential and commercial clients within the Portland Metropolitan region and surrounding areas of Northwest Oregon and Southwest Washington. The Company paid $525,000 USD of which $262,500 USD was paid in cash and issued a promissory note for $262,500 USD to its shareholder. The promissory note has three equal payments and six percent (6%) interest per year paid in equal annual payments and with a maturity date of January 14, 2028. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used for the below disclosure is $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 30,437 | $ | 41,778 |
Accounts Receivable |
| 8,109 |
| 11,130 |
Computers and related equipment |
| 2,350 |
| 3,226 |
Furniture and fixtures |
| 12,530 |
| 17,199 |
Vehicles |
| 7,757 |
| 10,647 |
Business equipment |
| 78,720 |
| 108, 051 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (210) |
| (288) |
Net tangible assets | $ | 139,693 | $ | 191,743 |
Customer lists, brand recognition, technology
|
| 197,000 |
| 270,402 |
Goodwill |
| 188,307 |
| 258,470 |
Net purchase price |
| 525,000 |
| 720,615 |
Acquisition payment |
|
|
|
|
Cash paid ($262,500 USD) | $ | 262,500 |
| 360,308 |
Promissory note ($262,500 USD) |
| 262,500 |
| 360,307 |
Total purchase price | $ | 525,000 |
| 720,615 |
Acquisition of KJM Land Surveying, Inc.
ZenaTech acquired all outstanding shares of equity securities and warrants of KLM Land Surveying, Inc., a Florida, United States of America, corporation on January 22, 2025. KJM Land Surveying provides a range of professional land surveying services, including boundary surveys, ALTA surveys, as-built surveys, topographic surveys, and elevation certificates to residential and commercial and construction sectors for over thirty years. The Company paid $400,000 USD of which $200,000 USD was paid in cash and issued a promissory note for $200,000 USD to its primary shareholder and other shareholders. The promissory note has equal payments and includes a six percent (6%) interest per year paid monthly and with a maturity date of January 21, 2028. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used for the below disclosure was $1 USD to $1.4379, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 11,829 |
| 16,236 |
Accounts receivable |
| 1,087 |
| 1,492 |
Computers and related equipment |
| 14,200 |
| 19,491 |
Furniture and fixtures |
| 13,500 |
| 18,530 |
Vehicles |
| 22,500 |
| 30,884 |
Business equipment |
| 67,100 |
| 92,101 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (1,650) |
| (2,265) |
Net tangible assets | $ | 128,566 |
| 1,76,469 |
Customer lists, brand recognition, technology |
| 127,000 |
| 174,320 |
Goodwill |
| 144,434 |
| 198,251 |
Net purchase price |
| 400,000 |
| 549,040 |
Acquisition payment |
|
|
|
|
Cash paid ($200,000 USD) | $ | 200,000 |
| 274,520 |
Promissory note ($200,000 USD) |
| 200,000 |
| 274,520 |
Total purchase price | $ | 400,000 |
| 549,040 |
Acquisition of Othership, Limited
ZenaTech acquired all outstanding shares of equity securities and warrants of Othership, Limited, a United Kingdom corporation on March 14, 2025. Othership is a workspaces and collaborative workplace software company providing workplace scheduling and management solutions to remote-first businesses and individuals. This acquisition will expand ZenaTech’s internal expertise developing applications using quantum computing across both AI drone and enterprise SaaS areas where we see growing demand and revenue opportunities. The Company paid $260,000 USD of which $100,000 USD was paid in cash and issued a promissory note for $160,000 USD to its primary shareholder and other shareholders. The promissory note has one year amortization note at six percent (6%) interest per year paid monthly and with a maturity date of March 13, 2028. This acquisition includes an earnout based on the revenue earned payable to the former owner, with a minimum $50,000 USD for $500,000 USD in revenue earned, and a maximum of $300,000 USD for $1,000,000 revenue earned per year. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for below disclosure was $1 GBP to $1.8491 CAD and $1 USD to $1.3726 CAD the exchange rates on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Office equipment | $ | 130 | $ | 178 |
Computers equipment |
| 1,949 |
| 2,676 |
Net tangible assets |
| 2079 |
| 2,854 |
Customer lists, brand recognition, technology |
| 72,000 |
| 98,827 |
Goodwill |
| 445,921 |
| 612,071 |
Net purchase price |
| 520,000 |
| 713,752 |
Acquisition payment |
|
|
|
|
Earnout |
| 260,000 |
| 356,876 |
Cash paid ($100,000 USD) |
| 100,000 |
| 137,260 |
Promissory note ($160,000 USD) |
| 160,000 |
| 219,616 |
Total purchase price | $ | 520,000 | $ | 713,752 |
Acquisition of Wallace Surveying Corporation
ZenaTech acquired all outstanding shares of equity securities and warrants of Wallace Surveying Corporation (“Wallace”) on April 2, 2025. Wallace is a well-established land survey company with thirty years of experience. Wallace provides construction and land development surveys delivering accurate and reliable data that supports project planning and design for developers, contractors, engineers, and architect customers. This acquisition powers the
Company’s national Drone as a Service, or DaaS, business as the third US acquisition set to provide access to the ZenaDrone 1000 and the IQ series. These multifunction drones are set to provide a variety of services including power line inspections, precision agriculture, law enforcement, and search-and-rescue for natural disasters such as hurricanes. The Company paid $1,300,000 USD of which $650,000 USD was paid in cash and issued a promissory note for $650,000 USDto its shareholders. The promissory note has a three-year amortization note at eight percent (8%) interest per year with interest accrued monthly and paid yearly, three equal principal payments paid at the end of each anniversary date and with a maturity date of April 1, 2028. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for this disclosure was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Accounts receivable | $ | 264,509 | $ | 363,065 |
Computers and related equipment |
| 28,220 |
| 38,735 |
Vehicles |
| 108,500 |
| 148,927 |
Machinery & equipment |
| 247,600 |
| 339,856 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (264,509) |
| (363,065) |
Net tangible assets |
| 384,320 |
| 527,518 |
Customer lists, brand recognition, technology |
| 456,000 |
| 625,906 |
Goodwill |
| 459,680 |
| 630,956 |
Net purchase price |
| 1,300,000 |
| 1,784,380 |
Acquisition payment |
|
|
|
|
Cash paid ($650,000 USD) |
| 650,000 |
| 892,190 |
Promissory note ($650,000 USD) |
| 650,000 |
| 892,190 |
Total purchase price | $ | 1,300,000 | $ | 1,784,380 |
Acquisition of Miller Land Corporation
ZenaTech acquired all outstanding shares of equity securities and warrants of Miller Land Corporation DBA Survey East II (“Miller”) on April 7, 2025. The firm is a land survey and mapping company with a 40-year history and deep portfolio of business customers in the Palm Beach County area of South Florida. The transaction price was $850,000 USD paid with $425,000 USD in cash and a three-year $425,000 USD promissory note with a seven (7%) percent interest promissory note paid in three one-time installments with principal and interest calculated at the end of each month for three years and a due date of April 7, 2028. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 15,508 | $ | 21,286 |
Accounts receivable |
| 96,784 |
| 132,846 |
Computers and related equipment |
| 11,790 |
| 16,183 |
Furniture and fixtures |
| 10,600 |
| 14,550 |
Vehicles |
| 60,000 |
| 82,356 |
Business & equipment |
| 129,500 |
| 177,752 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (112,218) |
| (154,030) |
Net tangible assets |
| 211,694 |
| 290,943 |
Customer lists, brand recognition, technology |
| 304,000 |
| 417,270 |
Goodwill |
| 334,036 |
| 458,497 |
Net purchase price |
| 850,000 |
| 1,166,710 |
Acquisition payment |
|
|
|
|
Cash paid ($425,000 USD) |
| 425,000 |
| 583,355 |
Promissory note ($425,000 USD) |
| 425,000 |
| 583,355 |
Total purchase price | $ | 850,000 | $ | 1,166,710 |
Acquisition of Laventure & Associates, Inc. and Atlantic Civil Engineering, Inc.
ZenaTech acquired Laventure & Associates, Inc. and Atlantic Civil Engineering (collectively known and operating as “Laventure”) of Fort Pierce, Florida, on May 21, 2025. They are a land survey and engineering company with roughly twenty years of experience providing land surveying services for a major regional power company and other commercial customers. They also provide engineering consulting services to their customers. The cumulative transaction price was $450,000 USD of which $225,000 USD was paid in cash and issued a promissory note of $225,000 USD to its shareholders. The promissory note has a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.361, the exchange rate on June 30, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 410,366 | $ | 563,268 |
Accounts receivable |
| 204,490 |
| 280,683 |
Computers and related equipment |
| 1,210 |
| 1,661 |
Furniture and fixtures |
| 4,210 |
| 5,779 |
Vehicles |
| 45,000 |
| 61,767 |
Business equipment |
| 32,650 |
| 44,815 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (614,856) |
| (843,951) |
Net tangible assets |
| 83,070 |
| 114,022 |
Customer lists, brand recognition, tec. |
| 206,494 |
| 283,434 |
Goodwill |
| 216,300 |
| 296,893 |
Net purchase price |
| 505,864 |
| 694,349 |
Acquisition payment |
|
|
|
|
Cash paid ($225,000 USD) |
| 225,000 |
| 308,835 |
Earnout |
| 55,864 |
| 76,679 |
Promissory note ($225,000 USD) |
| 225,000 |
| 308,835 |
Total purchase price |
| 505,864 |
| 694,349 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Empire Land Surveying
ZenaTech acquired Empire Land Surveying (“Empire”) of Pensacola, Florida, on June 9, 2025. They are a land survey company with over twenty years of experience providing residential and ALTA surveys.
The transaction price was $200,000 USD of which $120,000 USD was paid in cash and issued a promissory note for $80,000 USD to its shareholders. The promissory note has a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 11,194 | $ | 15,365 |
Accounts receivable |
| 27,270 |
| 37,431 |
Computers and related equipment |
| 9,500 |
| 13,040 |
Furniture and fixtures |
| 22,500 |
| 30,884 |
Vehicles |
| 37,000 |
| 50,786 |
Business equipment |
| 81,000 |
| 111,181 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (21,246) |
| (29,162) |
Net tangible assets |
| 167,218 |
| 229,525 |
Customer lists, brand recognition, tec. |
| 16,011 |
| 21,975 |
Goodwill |
| 16,771 |
| 23,020 |
Net purchase price |
| 200,000 |
| 274,520 |
Acquisition payment |
|
|
|
|
Cash paid ($120,000 USD) |
| 120,000 |
| 164,712 |
Promissory note ($80,000 USD) |
| 80,000 |
| 109,808 |
Total purchase price | $ | 200,000 |
| 274,520 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Cardinal Civil Resources
ZenaTech acquired Cardinal Civil Resources (“Cardinal”) of Williamsburg, Virginia, on August 1, 2025. They are a land surveying and engineering company with roughly fifteen years of experience providing land surveying and engineering services for a major national homebuilding company and other commercial customers. The cumulative transaction price was $2,400,000 USD paid in $1,200,000 USD in cash; $1,200,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments.
The promissory note has a contingent maximum of $600,000 USD earn-out capped at $200,000 USD annually for a 3-year period with the earnout amounts and periods described below.
Subject to the terms of this Agreement, an Earn-Out Amount, if any, is to be paid for each Fiscal Year (as defined below) ending August 31, 2026, August 31, 2027 and August 31, 2028 (collectively, the Earn-Out Period”), with the aggregate Earn-Out Amount paid not to exceed $200,000 USD each Fiscal Year, and during the three (3) year Earn-Out Period, not to exceed a total of $600,000 USD cumulatively. The amount of the Earn-Out Amount paid for each Fiscal Year during the Earn-Out Period shall be as follows: Annual Gross Organic Revenues Annual Total Earn-out Amount Possible $3,000,000 USD to $4,000,000 USD $100,000 USD $4,000,001 USD to $5,000,000 USD $200,000 USD “Gross Organic Revenues” means 100% of Gross Revenue that is invoiced and collected by the Company or NC PC for work performed in the States of Virginia, South Carolina or North Carolina, and shall not include revenue from companies or books of business acquired by the Purchaser, Company or the NC PC after Closing. “Organic Revenue” shall also include: (i) 75% of the revenue, invoiced and collected by the Company, NC PC or any of Daas, ZenaTech, Inc. or any of their respective subsidiaries, from Ryan Homes or any of its subsidiaries or a iliates in the State of Florida, and (ii) 50% of the revenue, invoiced and collected, from any new business generated by the Company or NC PC outside of Virginia, South Carolina or North Carolina, and not including Ryan Homes in Florida, and
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 52,669 | $ | 72,293 |
Accounts receivable |
| 762,410 |
| 1,046,484 |
Other current assets |
| 59,843 |
| 82,141 |
Business equipment |
| 533,580 |
| 732,392 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (57,832) |
| (79,380) |
Due to George Cunha |
| (859,312) |
| (1,179,492) |
Net tangible assets |
| 491,359 |
| 674,438 |
Customer lists, brand recognition, tec. |
| 1,086,524 |
| 1,491,363 |
Goodwill |
| 1,138,117 |
| 1,562,179 |
Net purchase price |
| 2,716,000 |
| 3,727,982 |
Acquisition payment |
|
|
|
|
Cash paid ($1,200,000 USD) |
| 1,200,000 |
| 1,647,120 |
Promissory note ($1,200,000 USD) |
| 1,200,000 |
| 11,647,120 |
Contingent Consideration Liability |
| 316,000 |
| 433,742 |
Total purchase price | $ | 2,716,000 |
| 3,727,982 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Morgan Surveying
ZenaTech with its subsidiary Morgan Land Services, Inc. acquired Morgan Surveying (“Morgan”) of Greensboro, North Carolina, on August 4, 2025. They are a land surveying company with over thirty years of experience providing residential and boundary surveys in the North Carolina area. The transaction price was $615,000 USD paid in $307,500 USD in cash and $307,500 USD in a three-year amortization note, with interest at the rate of 7% per annum, interest and principal paid monthly in arrears. The promissory note has a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments. The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the below disclosure was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash and undeposited funds | $ | 38,705 | $ | 53,126 |
Accounts receivable |
| 90,475 |
| 124,186 |
Employee advances |
| 13,053 |
| 17,917 |
Computers and related equipment |
| 3,805 |
| 5,223 |
Furniture and fixtures |
| 1,500 |
| 2,059 |
Vehicles |
| 15,714 |
| 21,569 |
Leasehold improvements |
| 15,329 |
| 21,041 |
Business equipment |
| 45,726 |
| 62,764 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (114,180) |
| (156,723) |
Net tangible assets |
| 110,127 |
| 151,160 |
Customer lists, brand recognition, tec. |
| 246,582 |
| 338,458 |
Goodwill |
| 258,291 |
| 354,530 |
Net purchase price |
| 615,000 |
| 844,149 |
Acquisition payment |
|
|
|
|
Cash paid ($307,500 USD) |
| 307,500 |
| 422,075 |
Promissory note ($307,500 USD) |
| 307,500 |
| 422,075 |
Total purchase price | $ | 615,000 | $ | 844,149 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Lescure Engineers, Inc.
ZenaTech acquired Lescure Engineers, Inc. (“Lescure”) of Williamsburg, Virginia, on September 11, 2025. They are a land surveying and engineering company with roughly fifteen years of experience providing land surveying and engineering services for a major national homebuilding company and other commercial customers. The cumulative transaction price was $350,000 USD paid in $175,000 USD in cash; $175,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments; and a maximum of $600,000 USD earn-out capped at $200,000 USD annually for a 3-year period.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the below disclosure was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 123,148 | $ | 169,033 |
Accounts receivable |
| 150,307 |
| 206,311 |
Work in Progress |
| 166,786 |
| 228,930 |
Computers and related equipment |
| 16,750 |
| 22,991 |
Furniture and fixtures |
| 4,000 |
| 5,490 |
Equipment |
| 36,350 |
| 49,894 |
Vehicles |
| 12,500 |
| 17,158 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (233,384) |
| (320,343) |
Client retainers |
| (190,932) |
| (262,072) |
Net tangible assets |
| 85,525 |
| 117,392 |
Customer lists, brand recognition, etc. |
| 143,308 |
| 196,705 |
Goodwill |
| 150,112 |
| 206,044 |
Net purchase price |
| 387,495 |
| 520,141 |
Acquisition payment |
|
|
|
|
Cash paid ($175,000 USD) |
| 175,000 |
| 240,205 |
Promissory note 1 ($175,000 USD) |
| 175,000 |
| 240,205 |
Earnout |
| 28,946 |
| 39,731 |
Total purchase price | $ | 387,495 |
| 520,141 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of A&J Land Surveyor, Inc.
Drone as a Service acquired A&J Land Surveyor, Inc. (“A&J”), a Jacksonville, Florida on September 23, 2025. A&J is a land survey and engineering firm founded in 1995, which specializes in complex surveying projects across aviation, utility, and infrastructure, with expertise in runway surveys, hangar projects, and utility development. The firm is well established in Jacksonville and has longstanding relationships with leading regional aviation and utility authorities. They are a land surveying and engineering company with roughly fifteen years of experience providing land surveying and engineering services for a major national homebuilding company and other commercial customers. The cumulative transaction price was $450,000 USD paid in $225,000 USD in cash; $225,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments; and a maximum of $600,000 USD earn-out capped at $200,000 USD annually for a 3-year period.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 368,727 | $ | 506,115 |
Computers and related equipment |
| 22,000 |
| 30,197 |
Furniture and fixtures |
| 1,000 |
| 1,373 |
Business equipment |
| 128,800 |
| 176,790 |
Vehicles |
| 128,395 |
| 176,235 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (350,692) |
| (481,360) |
Net tangible assets |
| 298,230 |
| 409,350 |
Customer lists, brand recognition, tec. |
| 85,092 |
| 116,798 |
Goodwill |
| 89,133 |
| 122,344 |
Net purchase price |
| 472,455 |
| 648,492 |
Acquisition payment |
|
|
|
|
Cash paid ($225,000 USD) |
| 225,000 |
| 308,835 |
Promissory note ($225,000 USD) |
| 225,000 |
| 308,835 |
Earnout |
| 22,455 |
| 30,822 |
Total purchase price | $ | 472,455 |
| 648,492 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Putt Land Surveying, Inc.
Drone as a Service acquired Putt Land Surveying, Inc. (“Putt”), a Tucson, Arizona firm, on October 3, 2025. Putt is a land survey founded more than forty years ago, with established clients including City of Tuscon, school districts, and a range of public and private sector clients. The transaction price was $575,000 USD paid in $250,000 USD in cash, $75,000 USD in a non-interest-bearing six-month maturity note and $250,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash and undeposited funds | $ | 20,504 | $ | 28,144 |
Accounts receivable |
| 72,919 |
| 100,088 |
Computers and related equipment |
| 1,240 |
| 1,702 |
Furniture and fixtures |
| 1,300 |
| 1,784 |
Machinery and equipment |
| 54,300 |
| 74,532 |
Vehicles |
| 13,000 |
| 17,844 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (93,423) |
| (128,231) |
Net tangible assets |
| 69,840 |
| 95,863 |
Customer lists, brand recognition, tech. |
| 246,722 |
| 338,650 |
Goodwill |
| 258,438 |
| 354,732 |
Net purchase price |
| 575,000 |
| 789,245 |
Acquisition payment |
|
|
|
|
Cash paid ($250,000 USD) |
| 250,000 |
| 343,150 |
Promissory note 1 ($72,789 USD) |
| 75,000 |
| 102,945 |
Promissory note 2 ($250,000 USD) |
| 250,000 |
| 343,150 |
Total purchase price | $ | 575,000 |
| 789,245 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Rampart Surveys, LLC
Drone as a Service acquired Rampart Surveys, LLC. (“Rampart”), a Woodland Park, Colorado firm, on November 12, 2025. Founded in 1997, Rampart Surveys has established a reputation for providing boundary, land title, topographic, and construction staking surveys for commercial projects across central Colorado while maintaining strong relationships with various regional government and private-sector clients across multiple counties. The transaction price was $550,000 USD paid in $275,000 USD in cash and $275,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 38,956 | $ | 53,471 |
Accounts receivable |
| 164,313 |
| 225,536 |
Computers and related equipment |
| 11,794 |
| 16,188 |
Furniture and fixtures |
| 14,841 |
| 20,371 |
Surveying equipment |
| 133,564 |
| 183,330 |
Vehicles |
| 25,550 |
| 35,070 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (164,637) |
| (225,981) |
Net tangible assets |
| 224,381 |
| 307,985 |
Customer lists, brand recognition, tech. |
| 159,034 |
| 218,290 |
Goodwill |
| 166,585 |
| 228,655 |
Net purchase price |
| 550,000 |
| 754,930 |
Acquisition payment |
|
|
|
|
Cash paid ($275,000 USD) |
| 275,000 |
| 377,465 |
Promissory note ($275,000 USD) |
| 275,000 |
| 377,465 |
Total purchase price | $ | 550,000 |
| 754,930 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Smith Surveying, Inc.
ZenaTech acquired Smith Surveying Group (“Smith”) of Jacksonville, Florida, on November 17, 2025. They are a land surveying company with over 6 years of experience providing construction staking and monitoring services, as-built surveys, right-of-way surveys, topographic surveys and high-definition 3D scanning. The transaction price was $1,500,000 USD paid in $900,000 USD in cash and $600,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears. This promissory note has an earnout agreement for each fiscal year ending November 18, 2026, 2027, and 2028 calculated as a fixed fee of $40,000 USD for revenues between $2.5 million USD and $3 million USD, $80,000 USD for revenues between $3 million USD to $3.5 million USD, and over $3.5 million USD to $4 million USD of $120,000 USD , $4 to 4.5 million USD of $160,000 USD and over $4.5 million USD of $200,000 USD fixed fee.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 1,195 | $ | 1,640 |
Accounts receivable |
| 660,858 |
| 907,094 |
Computers and related equipment |
| 2,500 |
| 3,432 |
Furniture and fixtures |
| 400 |
| 549 |
Surveying equipment |
| 73,400 |
| 100,749 |
Vehicles |
| 135,650 |
| 186,193 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (662,053) |
| (908,734) |
Net tangible assets |
| 211,950 |
| 290,923 |
Customer lists, brand recognition, tech. |
| 637,229 |
| 874,661 |
Goodwill |
| 667,488 |
| 916,193 |
Net purchase price |
| 1,516,667 |
| 2,081,777 |
Acquisition payment |
|
|
|
|
Cash paid ($900,000 USD) |
| 900,000 |
| 1,235,340 |
Earnout (probable $300,000 USD) |
| 16,667 |
| 22,887 |
Promissory note ($600,000 USD) |
| 600,000 |
| 823,560 |
Total purchase price | $ | 1,516,667 |
| 2,081,777 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Casado Design, Ltd.
ZenaTech, Inc. acquired Casado Design, Ltd. (“Casado”), a Weston-super-Mare, near Bristol, UK firm, on December 9, 2025. Founded in 2010, Casado is a survey and design company located in the South West of England with a strong reputation and expertise in 3D modeling and scanning services for tower and infrastructure building in the telecom sector. This acquisition marks the entry of Drone as a Service to the UK and the company’s expansion into telecom infrastructure, an area experiencing new investment and transformation in the UK and across Europe. Casado Design has long-standing relationships with major telecom operators and tower clients across England. It delivers comprehensive and precise design solutions supporting the full lifecycle of telecom infrastructure, from building and upgrading to decommissioning. This includes advanced digital twins and building information modeling (BIM) that streamline infrastructure management. Looking ahead, the company plans to expand Casado’s capabilities into drone-enabled rust remediation and spray-painting services to meet evolving tower maintenance needs.
The cumulative transaction price was 401,400 GBP paid in 150,000 GBP in cash; 150,000 GBP in a three-year amortization note, with interest at the rate of 6% per annum, interest paid monthly in arrears, and principal paid in three annual installments; and a maximum of earn-out capped at 200,000 GBP annually for a 3-year period.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 GBP to $1.8491, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| GBP |
| CAD |
Cash | $ | (5,994) | $ | (11,084) |
Accounts receivable |
| 20,894 |
| 38,635 |
Computers and related equipment |
| 3,368 |
| 6,228 |
Furniture and fixtures |
| 2,836 |
| 5,244 |
Business equipment |
| 1,160 |
| 2,145 |
Vehicles |
| 12,000 |
| 22,189 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (14,900) |
| (27,552) |
Net tangible assets |
| 19,364 |
| 35,805 |
Customer lists, brand recognition, tec. |
| 200,215 |
| 370,218 |
Goodwill |
| 209,721 |
| 387,796 |
Net purchase price |
| 429,300 |
| 793,819 |
Acquisition payment |
|
|
|
|
Cash paid (151,400 GBP) |
| 151,400 |
| 279,954 |
Promissory note 1 (150,000 GBP) |
| 150,000 |
| 277,365 |
Promissory note 2 (100,000GBP) |
| 100,000 |
| 184,910 |
Earnout |
| 27,900 |
| 51,590 |
Total purchase price | $ | 429,300 |
| 793,819 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Vara 3D, Inc.
ZenaTech acquired Vara 3D, Inc., (“Vara 3D") of Murray, Utah, on December 12, 2025. They are a land surveying company providing construction staking; boundary surveys; solar and water treatment site surveys; and 3D modeling. The transaction price was $850,000 USD paid in $400,000 USD in cash, $50,000 USD in a non-interest-bearing three-month maturity note and $400,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears. This promissory note has an earnout agreement for each fiscal year ending December 6, 2026, 2027 and 2028 calculated as a fixed fee of $40,000 USD for revenues between $1.5 million USD and $2 million USD, $80,000 USD for revenues between $2 million USD to $2.5 million USD, and over $2.5 million USD of $120,000 USD fixed fee.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 46,598 | $ | 63,960 |
Accounts receivable |
| 131,945 |
| 181,108 |
Prepaid Expenses |
| 35,373 |
| 48,553 |
Computers and related equipment |
| 12,570 |
| 17,254 |
Surveying equipment |
| 90,700 |
| 124,495 |
Vehicles |
| 20,000 |
| 27,451 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (213,916) |
| (293,621) |
Net tangible assets |
| 123,270 |
| 169,200 |
Customer lists, brand recognition, tech. |
| 365,423 |
| 501,579 |
Goodwill |
| 382,774 |
| 525,396 |
Net purchase price |
| 871,467 |
| 1,196,175 |
Acquisition payment |
|
|
|
|
Cash paid ($400,000 USD) |
| 400,000 |
| 549,040 |
Earnout |
| 22,206 |
| 30,480 |
Promissory note 1 ($400,000 USD) |
| 400,000 |
| 549,040 |
Promissory note 2 ($49,261 USD) |
| 49,261 |
| 67,615 |
Total purchase price | $ | 871,467 |
| 1,196,175 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Holt Surveying & Mappin, Inc.
ZenaTech acquired Holt Surveying & Mapping, Inc. (“Holt”) of Spokane, Washington, on December 15, 2025. They are a land surveying company with over eight years of experience providing boundary, ALTA, topographic and construction staking. The transaction price was $350,000 USD paid in $175,000 USD in cash, and $175,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears. This promissory note has an earnout agreement for each fiscal year ending December 15, 2026, 2027 and 2028 calculated as a fixed fee of $10,000 USD for revenues between $0.5 million USD and $0.6 million USD, $20,000 USD for revenues between $0.6 million USD to $0.7 million USD, over $30,000 USD for $0.7 million USD to $0.8 million USD, over $40,000 USD for $0.8 million USD to $0.9 million USD and over $50,000 USD for $0.9 million USD to $1 million USD, not to exceed $50,000 USD annually.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 16,834 | $ | 23,106 |
Accounts receivable |
| 95,438 |
| 130,998 |
Computers and related equipment |
| 21,240 |
| 29,154 |
Furniture and fixtures |
| 400 |
| 549 |
Surveying equipment |
| 116,850 |
| 160,388 |
Vehicles |
| 15,000 |
| 20,589 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (112,272) |
| (154,105) |
Net tangible assets |
| 153,490 |
| 210,679 |
Customer lists, brand recognition, tech. |
| 104,884 |
| 143,964 |
Goodwill |
| 109,864 |
| 150,800 |
Net purchase price |
| 368,238 |
| 505,443 |
Acquisition payment |
|
|
|
|
Cash paid ($175,000 USD) |
| 175,000 |
| 240,205 |
Earnout |
| 18,238 |
| 25,033 |
Promissory note ($175,000 USD) |
| 175,000 |
| 240,205 |
Total purchase price | $ | 368,238 |
| 505,443 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of LD King Engineering Co., Inc.
ZenaTech acquired L.D. King Engineering Co. Inc. (“L.D. King”) of Ontario, California, on December 18, 2025. They are a civil engineering and land surveying firm with over sixty years of experience providing surveying, engineering, land development, construction management, planning, and quality control services. The transaction price was $2,850,000 USD paid in $1,425,000 USD in cash and $1,425,000 USD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears. This promissory note has an earnout agreement for each fiscal year ending December 31, 2026, 2027 and 2028 calculated as a fixed fee of $50,000 USD for revenues between $3.5 million USD and $4 million USD, $100,000 USD for revenues between $4 million USD to $4.5 million USD, over $4.5 million USD to $5 million USD of $150,000 USD, $5 million USD to 5.5 million USD of 200,000 USD and $5.5 million USD to $6 million USD of $250,000 USD fixed fee. The first fiscal year for the earnout shall begin January 1, 2026.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the disclosure below was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 1,018,808 | $ | 1,398,416 |
Accounts receivable |
| 188,442 |
| 258,655 |
Unbilled services |
| 342,896 |
| 470,660 |
Prepaid expenses |
| 103,305 |
| 141,796 |
Computers and related equipment |
| 9,550 |
| 13,108 |
Furniture and fixtures |
| 2,900 |
| 3,981 |
Surveying equipment |
| 117,950 |
| 161,898 |
Vehicles |
| 71,000 |
| 97,455 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (1,653,451) |
| (2,269,527) |
Net tangible assets |
| 201,400 |
| 276,442 |
Customer lists, brand recognition, tech. |
| 1,371,498 |
| 1,882,518 |
Goodwill |
| 1,436,621 |
| 1,971,906 |
Net purchase price |
| 3,009,519 |
| 4,130,866 |
Acquisition payment |
|
|
|
|
Cash paid ($1,425,000 USD) |
| 1,425,000 |
| 1,955,955 |
Earnout |
| 159,519 |
| 218,956 |
Promissory note ($1,425,000 USD) |
| 1,425,000 |
| 1,955,958 |
Total purchase price | $ | 3,009,519 |
| 4,130,866 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Andrew Spiewak Land Surveyor, Inc.
ZenaTech acquired Andrew Spiewak Land Surveyor, Inc., (“Spiewak") of Park Ridge, Illinois, on December 22, 2025. They are a land surveying company providing boundary surveys, as-built surveys, and condominium surveys. The transaction price was $490,000 USD paid in $280,000 USD in cash, $50,000 in a non-interest-bearing three-month maturity note and $160,000 in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears. This note has an earn-out agreement for one year of $25,000 USD for revenues over $1,250,000 USD not to exceed the $25,000 USD and ending on December 21, 2026.
The allocation of the purchase consideration is as shown in the table below. The currency exchange rate used in the calculations for the below disclosure was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
Assets acquired |
| USD |
| CAD |
Cash | $ | 82,768 | $ | 113,607 |
Accounts receivable |
| 47,568 |
| 65,292 |
Computers and related equipment |
| 10,600 |
| 14,550 |
Furniture and fixtures |
| 3,250 |
| 4,461 |
Surveying equipment |
| 33,255 |
| 45,646 |
Vehicles |
| 60,000 |
| 82,356 |
Less liabilities assumed |
|
|
|
|
Accounts payable |
| (130,335) |
| (178,898) |
Net tangible assets |
| 107,106 |
| 147,014 |
Customer lists, brand recognition, tech. |
| 188,340 |
| 258,515 |
Goodwill |
| 197,284 |
| 270,793 |
Net purchase price |
| 492,730 |
| 676,322 |
Acquisition payment |
|
|
|
|
Cash paid ($280,000 USD) |
| 280,000 |
| 384,328 |
Earnout |
| 3,469 |
| 4,762 |
Promissory note 1 ($160,000 USD) |
| 160,000 |
| 219,616 |
Promissory note 2 ($49,261 USD) |
| 49,261 |
| 67,616 |
Total purchase price | $ | 492,730 |
| 676,322 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
Acquisition of Sunrise Window Cleaners
ZenaTech acquired Sunrise Window Cleaners (“Sunrise”) of Hammonds Plains, Nova Scotia, on December 22, 2025. They are a window cleaning company with over fifteen years of experience providing window cleaning and related exterior maintenance services. The transaction price was $250,000 paid in $125,000 CAD in cash, $50,000 CAD in a non-interest bearing a three-month maturity note, and $75,000 CAD in a three-year amortization note, with interest at the rate of 6% per annum, interest and principal paid monthly in arrears.
Assets acquired |
| CAD |
Cash | $ | 9,440 |
Accounts receivable |
| 30,538 |
Computers and related equipment |
| 250 |
Furniture and fixtures |
| 500 |
Surveying equipment |
| 6,290 |
Vehicles |
| 31,000 |
Less liabilities assumed |
|
|
Accounts payable |
| (39,978) |
Net tangible assets |
| 38,040 |
Customer lists, brand recognition, tech. |
| 103,160 |
Goodwill |
| 108,057 |
Net purchase price |
| 249,257 |
Acquisition payment |
|
|
Cash paid ($125,000 CAD) |
| 125,000 |
Promissory note 1 ($75,000 CAD) |
| 75,000 |
Promissory note 2 ($49,257 CAD) |
| 49,257 |
Total purchase price | $ | 249,257 |
In accordance with IFRS 3 Business Combinations, the acquisition has been accounted for on a provisional basis. At the reporting date, the Company is still in the process of identifying and measuring the fair value of all identifiable assets acquired and liabilities assumed. Consequently, the amounts recognized in these financial statements for the assets acquired, liabilities assumed, and any resulting goodwill or gain from a bargain purchase are subject to change. Final adjustments will be made within the measurement period as permitted under IFRS 3.
5.NOTE RECEIVABLE
Note Receivable Affiliate
ZenaTech, Inc. sold for $341,850 or $250,000 USD all ZenaPay, Inc. the wallet software assets to Epazz Limited, Ireland, a related party on October 2, 2023. The sale was in the form of a convertible promissory note with interest rate of 8% and 10-year terms. The sale note is convertible into Common Stock at 20% discount based on average closing price of trading day. ZenaPay, Inc., a Wyoming, USA corporation is a subsidiary of ZenaTech, Inc., a British Columbia corporation that provides software and cloud-based enterprise software solutions for e-commerce industry. Epazz Limited, Ireland is a subsidiary of Epazz, Inc., a company controlled by Shaun Passley, PhD.
The Company $3,360 USD or $4,676 interest income related to this note as of March 31, 2026. The currency exchange rate used in the calculations was $1 USD to $1.3916, the exchange rate on March 31, 2026, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
The Company accrued $4,676 interest income related to this note as of March 31, 2026.
The Company recorded $9,701 USD or $13,506 interest income related to this note as of December 31, 2025. The currency exchange rate used in the calculations was $1 USD to $1.3726, the exchange rate on December 31, 2025, as per https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices.
The Company accrued $20,511 interest income related to this note as of December 31, 2025.
6.PROPERTY, PLANT & EQUIPMENT
|
| As of |
|
|
| As of |
|
|
| March 31, |
|
|
| December 31, |
|
|
| 2026 |
|
|
| 2025 |
|
Property, Plant & Equipment: |
|
|
|
|
|
|
|
Computers and equipment | $ | 1,057,257 |
|
| $ | 839,050 |
|
Accumulated depreciation |
| (235,637) |
|
|
| (168,672) |
|
Net computers and equipment |
| 821,620 |
|
|
| 670,378 |
|
Furniture and fixtures |
| 445,660 |
|
|
| 406,786 |
|
Accumulated depreciation |
| (51,055) |
|
|
| (30,870) |
|
Net furniture and fixtures |
| 394,605 |
|
|
| 375,916 |
|
Vehicles |
| 4,361,484 |
|
|
| 4,206,086 |
|
Accumulated depreciation |
| (646,674) |
|
|
| (401,793) |
|
Net vehicles |
| 3,714,810 |
|
|
| 3,804,293 |
|
Leasehold improvements |
| 299,311 |
|
|
| 200,032 |
|
Accumulated depreciation |
| (49,440) |
|
|
| (35,043) |
|
Net leasehold improvements |
| 249,871 |
|
|
| 164,989 |
|
Business equipment (Including drone equipment) |
| 7,758,018 |
|
|
| 6,993,179 |
|
Accumulated depreciation |
| (586,402) |
|
|
| (316,311) |
|
Net business equipment |
| 7,171,616 |
|
|
| 6,676,868 |
|
Total Property Plant & Equipment (PPE), gross |
| 13,921,730 |
|
|
| 12,645,133 |
|
Total Accumulated depreciation |
| (1,569,208) |
|
|
| (952,689) |
|
Total Property Plant & Equipment (PPE), net | $ | 12,352,522 |
|
| $ | 11,692,444 |
|
ZenaTech acquired computers for $151,242, furniture and fixtures $18,689, leasehold improvements for 84,882, and business equipment for 494,748 during the three months ended March 2026.
The Company also disposed vehicles for $89,483 during the three months ended March 31, 2026.
ZenaTech acquired computers for $740,057, furniture and fixtures $402,830 and made leasehold improvements for $143,344 during the year ended December 31, 2025.
The Company also acquired vehicles for $4,032,643 and disposed vehicles for $20,188, bought business equipment for $6,880,822 (including drones internally developed $ 2,028,290) during the year ended December 31, 2025.
7. CAPITAL ADVANCES & COMMITMENTS
The Company has paid capital advances amounting to AED 5,830,260 (approximately CAD $2,452,793) towards contractual purchase of five residential properties located in Ajman, Dubai, and Sharjah, United Arab Emirates, as of March 31, 2026.
The total contracted value of these properties is AED 13,283,000 (approximately CAD $5,032,157) as of March 31,2026 and AED 11,666,000 (approximately CAD $4,419,570) as of December 31, 2025. The remaining balance of AED 7,452,740, equivalent to CAD 2,823,410, is payable in accordance with the property-wise installment schedules agreed with the developer under the respective payment plans. These properties are under construction/installation stage and are intended to be used for accommodating Company personnel. The balance payments for these properties are the Companies Capital Commitments. This conversion is using a March 31, 2026 and December 31, 2025 conversion rate of 2.6396 AED to CAD, see https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices on that date.
Due to local law restrictions, the legal title is held in the name of Dr. Shaun Passley, the Company's CEO as a nominee of the Company, Dr. Passley has formally undertaken to transfer the title to the Company. Accordingly, the payment has been recorded as a capital advance under non-current assets.
8.INTANGIBLES
The table below describes the intangibles as of March 31, 2026. Each of the amounts are shown at its historically acquired price and source. Each type of software product development cost is presented in the acquired currency. The table below shows product development and intangibles activity for the three months ended March 31, 2026.
| Asset Source | Life (in years) | Total Costs | Additions | Total Costs | Accumulated Amortization | Amortization Q1 | Total Accumulated Amortization as on | Net Book Value |
| Currency $ |
| 12/31/2025 | Q1 2026 | 3/31/2026 | 12/31/2025 | Q1 2026 | 3/31/2026 | 3/31/2026 |
Intangibles |
|
|
|
|
|
|
|
|
|
Software | Acquired – business combination | 5 to 15 | 3,107,870 | - | 3,107,870 | 1,021,945 | 8,665 | 1,030,610 | 2,077,260 |
Trade name / trademark | Acquired – business combination | 10 | 4,639,146 | - | 4,639,146 | 144,191 | 110,150 | 254,341 | 508,682 |
Customer relationships | Acquired – business combination | 5 | 3,511,884 | - | 3,511,884 | 224,648 | 169,594 | 394,242 | 3,117,642 |
Developed Tech | Acquired – business combination | 3 | 46,668 | - | 46,668 | 12,317 | 3,889 | 16,206 | 32,412 |
Non-compete | Acquired – business combination | 2 | 529,316 | - | 529,316 | 76,705 | 64,165 | 140,870 | 388,446 |
Total |
|
| 11,834,884 | - | 11,834,884 | 1,479,806 | 356,463 | 1,836,269 | 9,998,616 |
|
|
|
|
|
|
|
|
|
|
Product Development |
|
|
|
|
|
|
|
|
|
Drone technology | Acquired separately, USD | 12 | 1,440,000 |
| 1,440,000 | 89,913 | 29,431 | 119,344 | 1,320,656 |
Robotic Arm Technology licensing | Acquired separately, USD | 12 | 840,000 |
| 840,000 | 52,450 | 17,168 | 69,617 | 770,383 |
Drone Development | Developed internally, USD | 12 | 2,545,326 |
| 2,545,326 | 158,930 | 52,021 | 210,951 | 2,334,375 |
Drone Development | Developed internally, USD | NA | 2,158,762 | 1,154,002 | 3,312,764 | - | - | - | 3,312,764 |
Total Product Development |
|
| 6,984,088 | 1,154,002 | 8,138,090 | 301,293 | 98,620 | 399,913 | 7,738,176 |
|
|
|
|
|
|
|
|
|
|
Goodwill | Acquired – business combination | NA | 12,106,307 | - | 12,106,307 | - | - | - | 12,106,307 |
The table below shows product development and intangibles activity for the year ended December 31, 2025.
| Asset Source | Life (in years) | Total Costs | Additions | Total Costs | Accumulated Amortization | Amortization 12 Mo. Ended | Total Accumulated Amortization as on | Net Book Value |
| Currency $ |
| 12/31/2024 | 2025 | 12/31/2025 | 12/31/2024 | 12/31/2025 | 12/31/2025 | 12/31/2025 |
Intangibles |
|
|
|
|
|
|
|
|
|
Software | Acquired – business combination | 5 to 15 | 3,107,870 | - | 3,107,870 | 820,503 | 201,441 | 1,021,945 | 2,085,926 |
Trade name / trademark | Acquired – business combination | 10 |
| 4,639,146 | 4,639,146 | - | 144,191 | 144,191 | 4,494,955 |
Customer relationships | Acquired – business combination | 5 |
| 3,511,884 | 3,511,884 | - | 224,648 | 224,648 | 3,287,236 |
Developed Tech | Acquired – business combination | 3 |
| 46,668 | 46,668 | - | 12,317 | 12,317 | 34,351 |
Non-compete | Acquired – business combination | 2 |
| 529,316 | 529,316 | - | 76,705 | 76,705 | 452,611 |
Total |
|
| 3,107,870 | 8,727,015 | 11,834,885 | 820,503 | 659,303 | 1,479,806 | 10,355,079 |
|
|
|
|
|
|
|
|
|
|
Product Development |
|
|
|
|
|
|
|
|
|
Drone technology | Acquired separately, USD | 12 | 1,440,000 |
| 1,440,000 | - | 90,000 | 90,000.00 | 1,350,000 |
Robotic Arm Technology licensing | Acquired separately, USD | 12 | 840,000 |
| 840,000 | - | 52,500 | 52,500.00 | 787,500 |
Drone Development | Developed internally, USD | 12 | 2,545,326 | - | 2,545,326 | - | 158,793 | 158,793.00 | 2,386,533 |
Drone Development | Developed internally, USD | NA | - | 2,158,762 | 2,158,762 | - | - | - | 2,158,762 |
Total Product Development |
|
| 4,825,326 | 2,158,762 | 6,984,088 | - | 301,293 | 301,293 | 6,682,795 |
|
|
|
|
|
|
|
|
|
|
Goodwill | Acquired – business combination | NA | 2,468,722 | 9,637,585 | 12,106,307 | - | - | - | 12,106,307 |
9.LOANS PAYABLE
The Company’s loans payable comprises revolving lines of credit, promissory notes, acquisition-related notes payable, SBA loans and convertible debentures. Certain loans are with related parties. Related party balances and transactions are further disclosed in Note 14.
Loan balances outstanding at the three months ended March 31, 2026 and December 31, 2025 are as follow:
| March 31, 2026 | December 31, 2025 |
SBA Loan – Interactive Systems, Inc. | $723,287 | $717,015 |
SBA Loan – ZooOffice, Inc. | 211,835 | 210,118 |
GG Mars Capital, Inc. revolving line of credit | - | 526,140 |
Star Financial Corporation revolving line of credit | – | 850,182 |
Jennings Family Investments, Inc. revolving line of credit | - | 4,105,476 |
LoneStella, LLC revolving line of credit | 2,427 | 2,347 |
Nancy Cowden revolving line of credit | 101,327 | 97,997 |
Notes payable related to 2025 business combinations (Note 4) | 9,217,230 | 10,495,561 |
GG Mars Capital, Inc. debentures | 258,344 | 248,636 |
Total loans payable | 10,514,749 | 17,256,413 |
Current portion of loans payable | 3,440,755 | 3,689,456 |
Non-current portion of loans payable | 7,073, 995 | $13,566,956 |
Key terms of significant Loans
Loan / facility | Nature / Key terms | Interest rate | Maturity | Security / guarantee |
SBA Loan | SBA loan assumed on acquisition of Ecker | 3.75% | September 2051 | Unsecured / per loan agreement |
SBA Loan | SBA loan assumed on acquisition of Zoo Office | 3.50% | December 2052 | Unsecured / per loan agreement |
GG Mars Capital, Inc. Revolving Line of credit | Facility limit $10,000,000 | 8.00% | October 2034 | Unsecured |
Star Financial Corporation Revolving Line of credit | Facility limit $10,000,000 | 8.00% | October 2034 | Unsecured |
Jennings Family Investments, Inc. LOC | Facility limit $10,000,000 | 8.00% | October 2034 | Unsecured |
LoneStella, LLC LOC Revolving Line of credit | Facility limit $10,000,000 | 8.00% | October 2034 | Unsecured |
Nancy Cowden LOC Revolving Line of credit | Facility limit $8,000,000 | 8.00% | October 2034 | Unsecured |
GG Mars Capital, Inc. debenture | Related party convertible debenture | 10.00% | January 2027 | Unsecured |
Notes payable related to 2025 business combinations | Acquisition consideration payable | 6% to 8% | Various through 2028 | Per acquisition agreements |
The Epazz, Inc. convertible line of credit provides for borrowings up to $400,000 USD, bears interest at 6% per annum and expires on March 31, 2026. There were no amounts outstanding under this facility as of March 31, 2026 or December 31, 2025.
During 2025, the Company repaid the Propal Investments, LLC loan in full. The outstanding balance as of December 31, 2025 and March 31, 2026 was zero.
Convertible debt
Certain debts can be converted into the Company’s Common Stock at a 20% discount (10% in case of Othership conversion). The total number of shares issuable for convertible debt is 2,607,105 as of March 31, 2026. This assumes all potentially convertible debt was converted as of March 31, 2026. Other assumptions include a common stock market price of $2.29 USD or $1.646 per share on March 31, 2026, and a USD to Canadian dollar conversion rate $3.14 as listed on https://www.wsj.com/market-data/quotes/fx/USDCAD/historical-prices on that date.
See table below for debt itemization as of March 31st . All amounts are in CAD in the table below.
Convertible debt | Carrying amount | Estimated shares issuable |
GG Mars Capital, Inc. revolving line of credit | - | 158,791 |
Jennings Family Investments, Inc. revolving line of credit | - | 2,542,128 |
LoneStella, LLC revolving line of credit | 2,427 | 1,059 |
Nancy Cowden revolving line of credit | 101,327 | 44,247 |
GG Mars Capital, Inc. debenture | 258,344 | 112,813 |
Othership note | 6,485 | 2,831 |
Total | $368,583 | 2,861,869 |
Above listed lenders shall have an option to convert all or part of the balance into ZenaTech, Inc. preferred shares with a stated value of $3.00 or convert into ZenaTech, Inc. common stock at the last valuation of price per share or the lowest price traded within the last 30 days. Lenders have the option to convert all or part of the balance into ZenaTech common stock at twenty percent (20%) discount of the last valuation of share price or the lower price issued within the last 30 days. The conversion price is the price after applying the twenty percent (20%) discount off the market price. (10% in case of Othership conversion). The Company adjusts each month the derivatives for the conversions and the derivative finance expense.
The derivative financial liabilities as of March 31, 2026, and December 31, 2025, were as follows:
Derivative Liability | March 31, 2026 in $ | December 31, 2025 in $ |
GG Mars Capital, Inc. note | 63,326 | 131,535 |
Star Financial Corporation note | 0 | 212,545 |
Jennings Family Investments, Inc. note | 1,045,824 | 1,026,369 |
LoneStella, LLC note | 436 | 587 |
GG Mars Capital, Inc. debenture | 46,411 | 62,156 |
Nancy Cowden note | 18,203 | 65,159 |
Othership note | 517 | 24,430 |
Total derivative financial liabilities | 1,176,718 | 1,469,648 |
During the year ended December 31, 2025, the Company recognized a derivative finance expense of $18,112,444 in profit or loss .For the three month ended 31st March 2026 the Finance cost as regards Derivative is $ 4,395,200.
10.SHARE CAPITAL
All share amounts have been adjusted, where applicable, to reflect the 1-for-6 reverse stock split of the Company’s Common Shares completed on July 1, 2024. The Company’s share capital consists of Common Shares, Preferred Shares and Super Voting Shares. Certain share issuances were made to related parties and are further disclosed in Note 14.
Common Shares
The Company is authorized to issue an unlimited number of Common Shares with a par value of $0.30 per share. Each Common Share carries one vote. Holders of Common Shares are entitled to dividends when declared by the Board of Directors and, on liquidation, to share rateably in the remaining assets of the Company after settlement of liabilities and amounts payable to holders of shares ranking in priority.
The Company had the following transactions for the issued and outstanding Common Shares during the first three months ending March 31, 2026.
Transaction type | Number of Common Shares |
Balance as of December 31, 2025 | 48,020,885 |
Issued for acquisitions of entities under common control | 4,000,000 |
Stock issued for cash as ATM transactions to Maxim Group | 4,053,290 |
Issued for cash, debt conversions and financing arrangements | 5,690,000 |
Balance as of March 31, 2026 | 61,764,175 |
* Out of the total balance 4,000,000 Common Shares issued for indoor drone technology were issued to related parties and are pending minority shareholder approval in July 2026.
The carrying amount of Common Share capital was $18,529,252 as of March 31, 2026.
The Company had the following transactions for the issued and outstanding Common Shares during 2025.
Transaction type | Number of Common Shares |
Balance as of January 1, 2024, after reverse stock split adjustment | 17,016,486 |
Issued for cash under share / unit purchase agreements | 291,829 |
Issued for acquisitions of entities under common control | 1,500,000 |
Issued for patent acquisitions under common control | 1,100,000 |
Issued for debt conversions and financing arrangements | 4,651,117 |
Issued for director, advisory and other services | 541,692 |
Balance as of December 31, 2024 | 25,101,124 |
Issued on exercise of warrants | 1,350,000 |
Issued for indoor drone technology acquisition* | 3,000,000 |
Issued for cash, debt conversions and financing arrangements | 18,465,000 |
Issued for director services | 104,761 |
Balance as of December 31, 2025 | 48,020,885 |
* The 3,000,000 Common Shares issued for indoor drone technology were issued to related parties and are pending minority shareholder approval in July 2026.
The carrying amount of Common Share capital was $14,406,266 as of December 31, 2025.
The Common Shares issued to directors for services during 2025 were measured at the fair value of the shares issued at the grant date and recognized as share-based compensation in accordance with IFRS 2.
Preferred Shares
The Company is authorized to issue 100,000,000 Preferred Shares with a stated value of $3.00 per share. Preferred Shares are non-voting. Each Preferred Share is convertible into three Common Shares. Holders of Preferred Shares are entitled to dividends when declared by the Board of Directors and have priority over Common Shares on liquidation, after settlement of liabilities.
The table below shows the activity in issued and outstanding Preferred Shares was as follows:
| Number of Preferred Shares |
Balance as of December 31, 2025 | 17,270,000 |
Issued for acquisitions of PIN technologies from entities under common control | 10,000,000 |
Issued to Shaun Passley, PhD as employment agreement for services | 1,500,000 |
Balance as of March 31, 2026 | 28,770,000 |
During the three months ended March 31, 2026, the Company issued 1,500,000 Preferred Shares to Shaun Passley, PhD for services rendered to the Company. The issuance was accounted for as share-based compensation in accordance with IFRS 2.
The carrying amount of Preferred Share capital was $86,310,000 as of March 31, 2026.
The table below shows the activity in issued and outstanding Preferred Shares was as follows:
| Number of Preferred Shares |
Balance as of January 1, 2024 | – |
Issued for acquisitions of entities under common control | 1,300,000 |
Issued for patent acquisitions under common control | 14,650,000 |
Issued as loan origination consideration | 1,200,000 |
Balance as of December 31, 2024 | 17,150,000 |
Issued to Shaun Passley, PhD as bonus compensation for services | 120,000 |
Balance as of December 31, 2025 | 17,270,000 |
During the year ended December 31, 2025, the Company issued 120,000 Preferred Shares to Shaun Passley, PhD as bonus compensation for services rendered to the Company. The issuance was accounted for as share-based compensation in accordance with IFRS 2.
The carrying amount of Preferred Share capital was $51,810,000 as of December 31, 2025.
Super Voting Shares
The Company is authorized to issue 23,000,000 Super Voting Shares with a stated value of $30.00 per share. Each Super Voting Share carries 1,000 votes. Holders of Super Voting Shares are entitled to dividends when declared by the Board of Directors and have liquidation priority after settlement of liabilities and amounts payable to holders of Preferred Shares, but before Common Shares.
The movement in issued and outstanding Super Voting Shares was as follows:
| Number of Super Voting Shares |
Balance as of December 31, 2025 | 60,000 |
Issued to Shaun Passley for employment services | 25,000 |
Issued for Asset acquisitions under common control | 100,000 |
Issued during the period | 125,000 |
Balance as of March 31, 2026 | 185,000 |
The carrying amount of Super Voting Share capital was $5,550,000 as of March 31, 2026.
The table below shows the activity in issued and outstanding Super Voting Shares was as follows:
| Number of Super Voting Shares |
Balance as of January 1, 2024 | – |
Issued for acquisitions of entities under common control | 8,000 |
Issued for patent acquisitions under common control | 52,000 |
Balance as of December 31, 2024 | 60,000 |
Issued during the year | – |
Balance as of December 31, 2025 | 60,000 |
The carrying amount of Super Voting Share capital was $1,800,000 as of December 31, 2025.
Related party share issuances
During the three months ended March 31, 2026, and the year ended December 31, 2025, certain Common Shares, Preferred Shares and Super Voting Shares were issued to related parties, including Shaun Passley, PhD, Epazz, Inc., Ameritek Ventures, Inc., GG Mars Capital, Inc., Star Financial Corporation, Jennings Family Investments, Inc. and LoneStella, LLC. These transactions are disclosed in Note 14.
Potential Common Shares arising from the conversion of Preferred Shares, warrants and convertible debt are disclosed in the relevant notes on warrants, loans payable and derivative financial liabilities.
Warrants
The Company has issued warrants in connection with subscription receipts, share purchase agreements and debt financing arrangements. Warrants are classified as equity or financial liabilities in accordance with IAS 32 based on the specific terms of each instrument.
There were no warrants conversions during the three months ended March 31, 2026.
The table below shows the warrants outstanding as of December 31, 2025 and March 31, 2026.
| Number of warrants |
Outstanding as of December 31, 2025 | 1,605,551 |
Exercised during the period | – |
Issued during the period | – |
Expired / forfeited during the period | – |
Outstanding as of March 31, 2026 | 1,605,551 |
During the twelve months ended December 31, 2025, 1,350,000 warrants were exercised, comprising 200,000 warrants exercised by GG Mars Capital, Inc., 200,000 warrants exercised by Jennings Family Investments, Inc., 600,000 warrants exercised by Nancy Cowden and 350,000 warrants exercised by LoneStella, LLC. The exercise prices were based on the terms of the respective warrant agreements which as USD 1.77 per warrant.
The warrants outstanding as of December 31, 2025 were as follows:
Issue date | Holder / category | Reason for issuance | Exercise price | March 31, 2026 | December 31, 2025 |
September 19, 2020 | Various | Subscription / OSE listing | CAD $0.90 | 22,056 | 22,056 |
February 15, 2022 | Propal Investments, LLC | Debt issuance | CAD $12.00 | 41,666 | 41,666 |
July 23, 2024 | Star Financial Corporation | Share purchase agreement | USD $10.28 | 49,088 | 49,088 |
July 23, 2024 | GG Mars Capital, Inc. | Share purchase agreement | USD $10.28 | 55,396 | 55,396 |
July 23, 2024 | Jacob D. Sherman | Share purchase agreement | USD $10.28 | 9,728 | 9,728 |
July 23, 2024 | Nancy Cowden | Share purchase agreement | USD $10.28 | 116,732 | 116,732 |
July 23, 2024 | LoneStella, LLC | Share purchase agreement | USD $10.28 | 60,885 | 60,885 |
October 9, 2024 | GG Mars Capital, Inc. | Debt origination consideration | USD $1.77 | 300,000 | 300,000 |
October 9, 2024 | Star Financial Corporation | Debt origination consideration | USD $1.77 | 500,000 | 500,000 |
October 9, 2024 | Jennings Family Investments, Inc. | Debt origination consideration | USD $1.77 | 300,000 | 300,000 |
October 9, 2024 | LoneStella, LLC | Debt origination consideration | USD $1.77 | 150,000 | 150,000 |
October 9, 2024 | Nancy Cowden | Debt origination consideration | USD $1.77 | – | – |
Total warrants outstanding |
|
|
| 1,605,551 | 1,605,551 |
The warrants issued in connection with the October 2024 debt financing arrangements were valued using the Black-Scholes option pricing model. The valuation considered, among other inputs, the Company’s share price at the grant date, expected life, risk-free rate, expected volatility and dividend yield. The initial fair value of these warrants was determined to be $751,000 were classified in equity.
The warrants outstanding as of March 31,2026 had the following exercise price profile:
Warrants | Exercise price currency | Exercise price | Status based on March 31, 2026 share price |
291,829 | USD | $10.28 | Out of the money |
41,666 | CAD | $12.00 | Out of the money |
22,056 | CAD | $0.90 | In the money |
1,250,000 | USD | $1.77, or lower amount based on agreement terms | In the money |
1,605,551 |
|
|
|
11.DIRECTORS AND OFFICERS STOCK COMPENSATION
The Company has a Compensation Package for Directors and Executives. Elements of compensation awarded to, earned by or paid to each of our directors and executive officers who served during the last two financial years. This compensation discussion considers the size and stage of development of the Company to date.
As of December 31, 2025, the named executive officers of the Company were Shaun Passley, PhD as Chief Executive Officer, and James Sherman as Chief Financial Officer (the “Named Executive Officers”). Mr. Passley and Mr. Sherman are expected to be the only Named Executive Officers for the current fiscal year as well.
In assessing the compensation of its Named Executive Officers, the Company’s objectives have been to retain and motivate a highly talented executive team, allowing the Company to develop, evolve and achieve business and financial objectives. We believe compensation should be structured to ensure that a significant portion of an executive's compensation opportunity is at risk and related to factors that influence shareholder value.
The Company issues share-based compensation to directors and officers for services rendered. Share-based compensation is measured at the fair value of the equity instruments issued at the grant date and recognized in profit or loss in accordance with IFRS 2. Transactions with directors, officers and other key management personnel are also disclosed as related party transactions in Note 14.
Three Months Ended March 31, 2026
During the three months ended March 31, 2026, the Company issued common shares and preferred shares to directors and officers for services rendered as follows:
Recipient | Position / relationship | Date of issuance | Type of shares | Number of shares | Fair value per share |
Shaun Passley, PhD | Chief Executive Officer / Director | February 18, 2026 | Super Voting Shares | 25,000 | $0.67 |
Total Preferred shares |
|
|
| 25,000 |
|
Shaun Passley, PhD | Chief Executive Officer / Director | February 20, 2026 | Preferred Shares | 1,500,000 | $ 5.85 |
Total Common Shares |
|
|
| 1,500,000 |
|
The Shares issued to Shaun Passley, PhD on were issued as bonus compensation for services rendered to the Company. The fair value of these shares was recognized as share-based compensation expense.
Year ended December 31, 2025
During the three months ended December 31, 2025, the Company issued common shares and preferred shares to directors and officers for services rendered as follows:
Recipient | Position / relationship | Date of issuance | Type of shares | Number of shares | Fair value per share |
Shaun Passley, PhD | Chief Executive Officer / Director | January 16, 2025 | Preferred Shares | 120,000 | $20.19 |
Shaun Passley, PhD | Chief Executive Officer / Director | November 26, 2025 | Common Shares | 31,746 | USD $3.15 |
Craig Passley | Director | November 26, 2025 | Common Shares | 31,746 | USD $3.15 |
James Sherman | Chief Financial Officer / Director | November 26, 2025 | Common Shares | 15,873 | USD $3.15 |
Paul Piekos | Director | November 26, 2025 | Common Shares | 6,349 | USD $3.15 |
Thomas Burns | Director | November 26, 2025 | Common Shares | 6,349 | USD $3.15 |
Neville Brown | Director | November 26, 2025 | Common Shares | 6,349 | USD $3.15 |
Yvonne Rattray | Director | November 26, 2025 | Common Shares | 6,349 | USD $3.15 |
Total |
|
|
| 224,761 |
|
The Preferred Shares issued to Shaun Passley, PhD on January 16, 2025 were issued as bonus compensation for services rendered to the Company. The fair value of these shares was recognized as share-based compensation expense.
12.FINANCIAL INSTRUMENTS
The Company’s financial instruments comprise financial assets such as cash, marketable securities, accounts receivable, advances to affiliates and note receivable from affiliate. Financial liabilities comprise accounts payable and accrued liabilities, loans payable and line of credit.
Classification within the Fair Value Hierarchy
In accordance with IFRS 13 Fair Value Measurement, the Group classifies the fair value of its financial instruments based on a three-level hierarchy:
·Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.
·Level 2: Inputs other than quoted prices that are observable for the asset or liability.
·Level 3: Inputs that are not based on observable market data (unobservable inputs).
The following schedules summarize the valuation of financial instruments at fair value in the balance sheets as of March 31, 2026.
Particular | Level 1 | Level 2 | Level 3 |
Assets: |
|
|
|
Marketable securities | - | 6,438,085 | - |
Long-term advance to affiliates | - | - | 16,037,481 |
Total assets | - | 6,438,085 | 16,037,481 |
Liabilities: |
|
|
|
Current Portion of Loan Payable | - | - | 3,440,755 |
Loans payable | - | - | 7,073,995 |
Total liabilities | - | - | 10,514,750 |
There were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026.
The following schedules summarize the valuation of financial instruments at fair value in the balance sheets as of December 31, 2025.
| Level 1 | Level 2 | Level 3 |
Assets: |
|
|
|
Marketable securities | - | 9,093,887 | - |
Long-term advance to affiliates | - | - | 15,216,049 |
Total assets | - | 9,093,887 | 15,216,049 |
Liabilities: |
|
|
|
Current Portion of Loan Payable | - | - | 3,689,457 |
Loans payable | - | - | 13,566,956 |
Total liabilities | - | - | 17,256,413 |
There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2025.
Risk Exposure and Management
The Company is exposed to various financial instrument risks and continuously assesses the impact and likelihood of this exposure. These risks include credit risk, liquidity risk, interest rate risk and currency risk. Where material these risks are reviewed and monitored by the Board of Directors.
Credit Risk
Credit risk is the risk that a counterparty will fail to discharge its contractual obligations, resulting in a financial loss to the Company. The Company is exposed to credit risk primarily from cash, accounts receivable, marketable securities, advances to affiliates and notes receivable from affiliates.
The Company manages credit risk on accounts receivable by monitoring customer balances, reviewing ageing reports, assessing customer-specific collectability, following up on overdue balances and recording an allowance for expected credit losses where required. For accounts receivables, the Company applies the simplified approach under IFRS 9 and recognizes lifetime expected credit losses from initial recognition.
The Company’s management reviews receivables for indicators of impairment, including significant delays in payment, customer disputes, financial difficulty of customers, insolvency indicators and other relevant information. Receivables are written off when there is no reasonable expectation of recovery, including where collection efforts have been exhausted.
Liquidity Risk
Liquidity risk refers to the risk that the Company will not be able to meet its financial obligations when they become due or can only do so at excessive cost. The Company had a working capital of $23,978,953 as of March 31, 2026. All the Company’s financial liabilities have contractual maturities of less than 30 days and are subject to normal trade terms. Therefore, the Company is not exposed to any significant liquidity risk.
Interest Rate Risk
Interest risk is the risk that the fair value or future cash flows will fluctuate because of changes in market risk. The Company’s accounts receivable currently bears no interest. The Company is not exposed to any interest rate risk.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company’s exposure to currency risk is limited to cash, accounts receivable, notes receivable, accounts payable and loans payable denominated in United States of America dollars. The Company does not enter into derivative financial instruments contracts to mitigate foreign exchange risk.
13.CAPITAL MANAGEMENT
The Company has operations generating positive cash flow but still depends on financing through debt and equity to fund its long-term investments, primarily drone investment and distribution activities. The speed at which the Company will grow its drone sales will depend on the amount of financing the Company will be able to secure. The capital structure of the Company consists of shareholders’ equity, which is comprised of share capital and deficit. The Board of Directors does not establish quantitative return on capital criteria for management due to the nature of the Company’s business. The Company does not pay dividends and is not exposed to any externally imposed capital requirements. There were no changes in the Company’s approach to capital management for the three months ended March 31, 2026 and the year ended December 31, 2025.
14.RELATED PARTY TRANSACTIONS
The following are the related parties and the relationships with whom the Company had transactions / balances during Q1 2026 and 2025.
Related party | Nature of relationship |
Epazz, Inc. | Entity owns majority voting right |
Epazz R&D | Entity controlled by Dr. Shaun Passley |
Ameritek Ventures, Inc. | Entity in which Epazz Inc & Shaun Passley owns majority voting stock |
GG Mars Capital, Inc. | Entity controlled by Vivienne Passley, a family member of Dr. Shaun Passley |
Vivienne Passley | President of GG Mars Capital, Inc. and family member of Dr. Shaun Passley |
Star Financial Corporation | Entity controlled by Fay Passley, a family member of Dr. Shaun Passley |
Fay Passley | President of Star Financial Corporation and family member of Dr. Shaun Passley |
Jennings Family Investments, Inc. | Entity controlled by Mary B. Kluber, a family member of James Sherman, Chief Financial Officer |
LoneStella, LLC | Entity controlled by Jacob Sherman, a family member of James Sherman, Chief Financial Officer |
Jacob Sherman | Family member of James Sherman, Chief Financial Officer |
Propal Investments, LLC | Lender whose loan was personally guaranteed by James Sherman, Chief Financial Officer and director |
Marie Pindling and Olga Passley | Family members of Dr. Shaun Passley |
Dr. Shaun Passley | Chief Executive Officer, Chairman and significant shareholder |
James A. Sherman | CFO, board member |
Craig Passley | Board member, Shaun Passley's family member |
Paul J. Piekos | Board member |
Thomas W. Burns | Board member |
Neville Brown | Board member |
Transactions with Related Parties
Related Party | Description | Q1 2026 (CAD) | 2025 (CAD) |
Epazz Inc | Advances made to Epazz, Inc. for future services | 5,521,432 | 10,701,840 |
Epazz Inc | Programming and support fees charged against advances | 1,111,183 | 2,812,530 |
Epazz Inc | Wages and benefits charged against advances | 491,725 | 1,360,843 |
Epazz Inc | Interest Income on Notes Receivable | 6,837 | 27,348 |
Dr. Shaun Passley | Stock based compensation | 87,91,750 | 2,563,594 |
James A. Sherman | Stock based compensation | 12,500 | 70,210 |
Craig Passley | Stock based compensation | 25,000 | 140,420 |
Paul J. Piekos | Stock based compensation | 5,000 | 28,083 |
Thomas W. Burns | Stock based compensation | 5,000 | 28,083 |
Neville Brown | Stock based compensation | 5,000 | 28,083 |
Yvonne V. Rattray | Stock based compensation | 5,000 | 28,083 |
Dr. Shaun Passley | Wages and benefits | 56,288 | 125,704 |
James A. Sherman | Wages and benefits | – | 139,760 |
GG Mars Capital, Inc. | Amount drawn from line of credit | 2,435,300 | 6,557,480 |
Star Financial Corporation | Amount drawn from line of credit | 2,400,510 | 8,772,024 |
Jennings Family Investments, Inc. | Amount drawn from line of credit | 6,262,200 | 44,369,045 |
LoneStella, LLC | Amount drawn from line of credit | 0 | 4,358,005 |
GG Mars Capital, Inc. | Revolving Line of credit converted into shares | 2,565,086 | 7,290,819 |
Star Financial Corporation | Revolving Line of credit converted into shares | 3,143,612 | 9,620,428 |
Jennings Family Investments, Inc. | Revolving Line of credit converted into shares | 4,567,932 | 44,648,463 |
LoneStella, LLC | Revolving Line of credit converted into shares | 0 | 5,014,499 |
Propal Investments, LLC | Loan Principal repaid during the period | – | 552,180 |
GG Mars Capital, Inc. | Finance Cost Interest, accretion | (32,720) | 244,998 |
Star Financial Corporation | Finance Cost Interest, accretion | (107,079) | 170,677 |
Jennings Family Investments, Inc. | Finance Cost Interest, accretion | 21,731 | 503,130 |
LoneStella, LLC | Finance Cost Interest, accretion | 79 | 25,903 |
Epazz R&D | Wages and benefits | – | 744,693 |
Epazz Inc* | Stock issued (common control transaction) | 2,500,000 Common Stock 10,000,000 Preferred Stock, 1,00,000 Super Voting Stock | 2,000,000 common stock |
Dr. Shaun Passley* | Stock issued (common control transaction) | 1,500,000 Common Stock– | 1,000,000 Common Stock |
GG Mars Capital, Inc. | Warrants exercised | – | 200,000 Warrants |
Jennings Family Investments, Inc. | Warrants exercised | – | 200,000 warrants |
LoneStella, LLC | Warrants exercised | – | 350,000 warrants |
*Approval for some of these transactions from minority shareholders will be taken in the upcoming shareholders meeting during July 2026.
Balance Outstanding with Related Parties
Related Party | Particulars | March 31, 2026 | December 31, 2025 |
Epazz Inc | Short term advances to affiliates outstanding |
12,192,637
| 9,095,545 |
Epazz Inc | Long term advances to affiliates outstanding | 16,037,481 | 15,216,049 |
Epazz Inc | Note receivable Outstanding | 341,850 | 341,850 |
GG Mars Capital, Inc. | Balance outstanding for revolving line of credit (Notes Payable) | 0 | 526,140 |
Star Financial Corporation | Balance outstanding for revolving line of credit (Notes Payable) | 0 | 850,182 |
Jennings Family Investments, Inc. | Balance outstanding for revolving line of credit (Notes Payable) | 0 | 4,105,476 |
LoneStella, LLC | Balance outstanding for revolving line of credit (Notes Payable) | 2,427 | 2,347 |
Propal Investments, LLC | Balance outstanding for Loan | 0 | 0 |
GG Mars Capital, Inc. | Convertible debenture balance | 258,344 | 248,636 |
Stock & Warrants held by Related Parties
Related Party | Particulars | March 31, 2026 | December 31, 2025 |
Epazz Inc | Number of Common shares held | 10,867,301 | 8,367,301 |
Epazz Inc | Number of Preferred shares held | 21,700,000 | 11,700,000 |
Epazz Inc | Number of Super voting shares held | 145,000 | 45,000 |
Dr. Shaun Passley | Common shares held | 7,668,205 | 6,168,205 |
Ameritek Ventures, Inc. | Common shares held | 1,583,333 | 1,583,333 |
GG Mars Capital, Inc. | Common shares held | 3,834,864 | 2,984,864 |
Marie Pindling | Common shares held | 6,927 | 6,927 |
Olga Passley | Common shares held | 6,927 | 6,927 |
James A. Sherman | Common shares held | 405,788 | 405,788 |
Star Financial Corporation | Common shares held | 5,345,000 | 3,345,000 |
Craig Passley | Common shares held | 153,327 | 153,327 |
Paul J. Piekos | Common shares held | 54,981 | 54,981 |
Thomas W. Burns | Common shares held | 54,981 | 54,981 |
Neville Brown | Common shares held | 20,981 | 20,981 |
Yvonne V. Rattray | Common shares held | 27,741 | 27,741 |
Lone Stella LLC | Common shares held | 1,135,000 | 1,135,000 |
Jennings Family Investments, Inc.
| Common shares held
| 6,340,000 | 35,00,000 |
Jennings Family Investments, Inc.
| Preferred Shares held | 200,000 | 200,000 |
Lone Stella LLC | Preferred Shares held | 200,000 | 200,000 |
Dr. Shaun Passley | Preferred shares held | 5,120,000 | 3,620,000 |
Ameritek Ventures, Inc. | Preferred shares held | 750,000 | 750,000 |
GG Mars Capital, Inc. | Preferred shares held | 200,000 | 200,000 |
Star Financial Corporation | Preferred shares held | 200,000 | 200,000 |
Dr. Shaun Passley | Super voting shares held | 35,000 | 10,000 |
Ameritek Ventures, Inc. | Super voting shares held | 5,000 | 5,000 |
GG Mars Capital, Inc. | Warrants held | 355,396 | 355,396 |
Star Financial Corporation | Warrants held | 549,088 | 549,088 |
Jacob Sherman | Warrants held | 9,728 | 9,728 |
Jennings Family Investments, Inc. | Warrants held | 300,000 | 300,000 |
LoneStella, LLC | Warrants held | 210,885 | 210,885 |
Propal Investments, LLC | Warrants held | 41,666 | 41,666 |
Technology Transfers
The Company entered into an asset purchase agreement with Epazz, Inc., a related party, to acquire the technology assets known as IQ Quad Generation 3, IQ Quad Charging Station and IQ Slider. The consideration is satisfied through the issuance of 4,000,000 common shares of par value $ 0.30 per share and issue price of $ 2.77 per share of the Company, of which 2,500,000 common shares issued to Epazz, Inc. and 1,500,000 common shares issued to Dr. Shaun Passley. This transaction is pending shareholder's approval
The Company entered into an Asset Purchase Agreement with Epazz, Inc., a related party controlled by Dr. Shaun Passley, to acquire technology assets, including PIN Technology, ZD1000 Design Generation 4, ZD1000 Spraying Module, IQ Octo Drone, IQ Aqua and Spraying Trailer Platform. The Company issued 10,000,000 Preferred Shares of par value $ 3 per share and issue price of $ 5.85 per share and 100,000 Super Voting Shares of par value $ 30 per share and issue price of $ 0.67 per share as consideration.
The technology was developed over several years by Epazz, Inc. and Dr. Shaun Passley. The technology assets transferred is not yet patented. The transaction is with related parties and, accordingly, has been approved by the Board of Directors, with interested directors abstaining from voting wherever applicable.
The Company has recorded and disclosed the transaction based on management’s best estimate and available supporting information as at March 31, 2026. Management believes that the technology acquired is expected to provide future economic benefits to the Company and that the accounting treatment and related disclosures appropriately reflect the substance of the arrangement.
Management Services Agreement
The Company entered into a management services agreement with Epazz on November 18, 2018 including amendments, pursuant to which Epazz provides management services to ZenaTech, including for labor, office space, hosting, travel, banking, and business development and drone research and development services. The Company agreed to pay Epazz a 30 percent markup on all expenses incurred in providing the services to ZenaTech. The agreement has a 20-year term. However, the agreement may be terminated at any time with the mutual consent of the parties. All funds due from Epazz, Inc. represent advances for programming, support, management fees, drone research and development on the statement of net income or loss. Epazz assists the Company through its drone facility in Pakistan.
Advance to Affiliate for Future Services
As operation process ZenaTech advances funds to Epazz, Inc. These funds relate to the Management Services Agreement with Epazz detailed in the section above and are restricted for the use and benefit of ZenaTech. Funds advanced to Epazz are designed to be consumed through services provided by Epazz for the benefit of ZenaTech. The Company has the right to enforce repayment of these funds from Epazz.
Under this agreement, the Company is required to prepay for services and the terms of the prepayments made by the Company to Epazz is based on an estimate to the services that will be required from Epazz by the Company based on historical use and the Company's proposed plans. The Company estimates the amount of work that will be required from Epazz for a period and prepays Epazz for the services. The prepayments are recorded in the financial statements of the Company as an asset in accordance with IFRS as described below. The purpose of these transactions is to ensure there is a sufficient number of services reserved from Epazz to ensure the Company's needs are met during a period to minimize the risk of disruption to the Company's business.
The Company estimates the value of services required by Epazz based on the expected requirements for a future period and delivers the estimated funds to Epazz, which deposits the funds in an account strictly for the benefit of the Company. While there are no internal policies in this regard, management has the knowledge and expertise regarding the proposed activities that will be undertaken and can estimate the related costs. The audit committee of the board is kept aware of the estimates and discusses them with the board. Given the long-standing and beneficial relationship between the Company and Epazz, management does not believe a lower cost can be obtained from a third party for the services provided and believes using a third party creates greater risk of delivery of appropriate services.
This agreement between Zenatech, Inc. and Epazz, Inc., effective January 1, 2025 (subsequently amended and effective January 1, 2026) , replaces their prior 2018 arrangement and governs the provision of management and operational services by Epazz to Zenatech. The services include software development, manufacturing (including drone production), administrative support, and infrastructure, delivered using a large contractor workforce. The agreement establishes a cost-plus pricing model, where Zenatech pays Epazz the cost of services plus a 30% markup, and formalizes the long-term relationship through a term extending to November 2038.
The total advances to Epazz for future services were $28,571,968 as of March 31, 2026. Of this amount $12,192,637 was included in current assets and $16,037,481 was included in the long-term assets. The current amount is expected to be provided in services by Epazz within a twelve (12) month period based on the current projected needs of the Company. The long-term amount will be paid back in services or cash.
The Company is using the management service agreement as opposed to establishing our own facility in offshore locations because it is very time-consuming, the cost would be much greater, it is difficult to establish entities in foreign countries and establishing banking relations is difficult, and hiring foreign personnel which speak different languages would cause communication issues. Furthermore, the foreign market would see ZenaDrone as a start-up company versus Epazz which has been well established in the offshore market for over a decade.
Through management service agreement there is a new manufacturing facility in Lahore, Pakistan. Epazz leased the facility, did leasehold improvements and purchased all the equipment, tools, vehicles, supplies and materials needed to begin to manufacture the drones. These are upfront investments, which the Company prepaid as services which will be expensed monthly as the contractor uses the equipment and facilities to produce the drones.
The table below summarizes the changes in the advance and note to affiliates for the three months ended March 31, 2026. All advances with Epazz, Inc. are current during 2026.
|
| Activity |
| Short-term |
| Long-term |
| Note Receivable |
|
|
|
| Type |
| Advance ($) |
| Advance ($) |
| /Affiliates ($) | Total ($) |
|
Balances as of December 31, 2025 |
|
|
| 9,095,545 |
| $15,216,049 |
| 341,850 | 24,653,444 |
|
Additions to the advance to affiliates during the period |
|
|
|
|
|
|
|
|
|
|
Adv. to Epazz, Inc. during 2026 |
|
|
| – |
| 5,521,432 |
| – | 5,521,432 |
|
Transfer from long-term to current |
| (A) |
| 4,700,000 |
| (4,700,000) |
| – | – |
|
Total additions during the period |
|
|
| 4,700,000 |
| 821,432 |
| – | 5,521,432 |
|
Less, services provided by Epazz, Inc. during the period |
|
|
|
|
|
|
|
|
|
|
Programming and support fees |
| (A) |
| 1,111,183 |
| – |
| – | 1,111,183 |
|
Wages and benefits |
| (A) |
| 491,725 |
| – |
| – | 491,725 |
|
Product development costs |
| (B) |
| – |
| – |
| – | – |
|
Total services provided during the period |
|
|
| 1,602,908 |
| – |
| – | 1,602,908 |
|
Balances as of March 31, 2026 |
|
|
| $12,192,637 |
| $16,037,481 |
| 341,850 | 28,571,968 |
|
(A)Operating expenses
(B)Long-term asset for drone development.
The current amount is expected to be provided in services by Epazz within a twelve (12) month period based on the current projected needs of the Company. The Company is planning for a ramp-up period for the manufacturing of the drones. Therefore, the Current asset amount will most likely increase.
The table below summarizes the changes in the advance and note to affiliates for the year ended December 31, 2025.
|
| Activity |
| Short-term |
| Long-term |
| Note Receivable |
|
|
|
| Type |
| Advance ($) |
| Advance ($) |
| /Affiliates ($) | Total ($) |
|
Balances as of December 31, 2024 |
|
|
| 1,918,918 |
| 15,864,209 |
| 341,850 | 18,124,977 |
|
Additions to the advance to affiliates during the period |
|
|
|
|
|
|
|
|
|
|
Adv. to Epazz, Inc. during 2025 |
|
|
| – |
| 10,615853 |
| – | 10,615,853 |
|
Transfer from long-term to current |
| (A) |
| 11,350,000 |
| (11,350,000) |
|
|
|
|
Total additions during the period |
|
|
| 11,350,000 |
| (734,147) |
| – | 10,615,853 |
|
Less, services provided by Epazz, Inc. during the period |
|
|
|
|
|
|
|
|
|
|
Programming and support fees |
| (A) |
| 2,812,530 |
| – |
| – | 2,812,530 |
|
Wages and benefits |
| (A) |
| 1,360,843 |
| – |
| – | 1,360,843 |
|
Product development costs |
| (B) |
| – |
| – |
| – | – |
|
Total services provided during the year |
|
|
| 4,173,373 |
| – |
| – | 4,173,373 |
|
Balances as of December 31, 2025 |
|
|
| $9,095,545 |
| $15,216,049 |
| $341,850 | $24,567,457 |
|
Activity type:
(A)Operating expense
(B)Long-term asset for drone development.
From time-to-time the Company has received and repaid loans from Epazz, Inc., Shaun Passley and his immediate family members to fund operations. These related party debts are fully disclosed in Note 14 below. ZenaTech has back-up lines of credit from related parties and others with an available spending limit of $32,800,000 to cover the repayment of the current portion of long-term debt, should it need it.
15.INCOME TAXES
The Company is subject to income taxes in Canada, the United States and other jurisdictions in which it operates. Income taxes are accounted for in accordance with IAS 12, Income Taxes, and uncertain tax treatments are considered in accordance with IFRIC 23. For the year ended December 31, 2025 and period ended March 31, 2026, the Company did not recognize any current or deferred income tax expense or benefit, and there was no net impact on the consolidated statement of financial position, consolidated statement of loss and comprehensive loss, equity or other comprehensive income. The Company has taxable temporary differences relating primarily to property and equipment and goodwill, resulting in gross deferred tax liabilities; however, deferred tax assets have been recognized only to the extent of those taxable temporary differences, resulting in a nil net deferred tax asset or liability. Deferred tax assets have not been recognized for tax losses and deductible temporary differences in excess of the amount supported by taxable temporary differences because it is not probable that sufficient future taxable profits will be available against which such amounts can be utilized. As of December 31, 2025, the Company had Canadian non-capital loss
carryforwards of approximately $24.7 million, expiring between 2043 and 2045. The expected tax recovery at the applicable statutory rate has been fully offset by unrecognized deferred tax assets, resulting in an effective tax rate of 0.0% for the years presented. The Company will reassess the recognition of deferred tax assets at each reporting date and will recognize previously unrecognized deferred tax assets to the extent it becomes probable that future taxable profits will be available against which such losses and temporary differences can be utilized. Management has assessed the Company’s tax positions and concluded that no material provision for uncertain tax treatments is required.
16.BASIC AND DILUTED EPS
The following table presents the calculation of basic and diluted earnings per share:
| Three Months Ended March 31, 2026 | Three Months Ended March 31, 2025 |
Net income (loss) attributable to common shareholders | (26,549,905) | (4,612,436) |
Net comprehensive income (loss) attributable to common shareholders | (27,206,284) | (4,610,319) |
Weighted average shares outstanding — Basic | 53,774,982 | 18,426,467 |
Basic earnings (loss) per share | (0.50) | (0.25) |
Basic comprehensive earnings (loss) per share | (0.51) | (0.25) |
Weighted average shares outstanding — Diluted | 53,774,981 | 18,426,467 |
Diluted earnings (loss) per share | (0.50) | (0.25) |
Diluted comprehensive earnings (loss) per share | (0.51) | (0.25) |
In accordance with IAS 33, basic loss per share is calculated by dividing the net loss attributable to common shareholders by the weighted average number of common shares outstanding during the year. Diluted loss per share is calculated after considering the effect of potential ordinary shares, to the extent such instruments are dilutive.
For the three months ended March 31, 2026, and 2025, the Company reported net losses of $26,549,905 and $4,612,436, respectively. Since the Company incurred losses in both periods, the effect of potential common shares would be anti-dilutive and has therefore been excluded from the diluted loss per share calculation. Accordingly, basic and diluted weighted average shares are the same for each year.
17.CONTINGENT LIABILITIES
The Company, through its subsidiary ZenaDrone, Inc., is aware of litigation initiated by NightSun LLC in the State of Wyoming, USA. The Company obtained legal confirmation from its counsel, who advised that the claim is not currently considered material, noting that NightSun LLC has been dissolved by the State of Wyoming for failure to pay taxes.
Based on the legal advice received and management’s assessment, no material present obligation or probable outflow of economic resources has been identified. Accordingly, no provision has been recognized as of March 31, 2026.
18.SUBSEQUENT EVENTS
Management has evaluated subsequent events through June 2, 2026, the date these condensed interim consolidated financial statements were authorized for issuance. The following material events occurred subsequent to March 31, 2026 and through the date of authorization:
(a) Acquisitions completed subsequent to March 31, 2026
On April 9, 2026, the Company completed its twenty-first Drone-as-a-Service acquisition, Andy Paris & Associates, expanding the Company's national Drone-as-a-Service network and Pacific Northwest footprint to serve business and government customers.
On April 14, 2026, the Company completed the acquisition of NOW Solutions Inc., expanding the Company's Enterprise SaaS division with government and public-sector customers and strengthening recurring revenue.
(b) Acquisitions under offer at the date of authorization
Subsequent to the reporting date, the Company executed non-binding offers to acquire:
(i) an established Australian land surveying and spatial services company serving government and infrastructure clients (offer signed May 7, 2026); and
(ii) an Alberta, Canada-based land surveying company serving the oil and gas drone inspection market (offer signed May 21, 2026).
(c) Technology Acquisitions
(i) On April 15, 2026, the Company entered into a Master Asset Purchase and Share Purchase Agreement with Epazz, Inc., Provitrac, Inc. and K9 Sky, Inc. to acquire the Provitrac HR software platform, the BoxesOS portal technology and the shares of K9 Sky, Inc. The consideration is to be satisfied through the issuance of 258,533 Super Voting Shares and 1,108,000 Preferred Shares of the Company. This transaction is pending shareholder's approval.
(ii) On April 15, 2026, the Company entered into an amended and restated asset purchase agreement with Epazz, Inc., a related party, which amended and superseded the earlier agreement dated March 4, 2026. Under the amended agreement, the Company agreed to acquire the IQ Rover, IQ Max, IQ Flex and ZenaDrone 2000 product lines and related intellectual property assets. The consideration is to be settled through a reduction of affiliate advances and the issuance of 10,426,540 common shares of the Company. This transaction is pending shareholder's approval.
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
ZenaTech, Inc.
Management Discussion and Analysis
For the Consolidated Interim Three Months Period Ended
March 31, 2026, and 2025
(Unaudited)
Operating Results
General
This Management Discussion & Analysis (“MD&A”) is intended to provide readers with the information that management believes is required to gain an understanding of the current results of ZenaTech, Inc. (the “Company” or “ZenaTech”) and to assess the Company’s ability to raise capital to grow its business. Accordingly, certain sections of this report contain forward-looking statements that are based on current plans and expectations. These forward-looking statements are affected by risks and uncertainties that are discussed in this document and that could have a material impact on assessing the Company’s ability to raise capital to grow its business. Readers are cautioned that actual events and results will vary.
In this MD&A we describe certain income and expense items that are unusual or non-recurring. The associated financial statements and this MD&A, including comparatives, have been prepared in accordance with the International Financial Reporting Standards (“IFRS”) issued by the International Accounting Standards Board (“IASB”) and interpretations of the IFRS Interpretations Committee (“IFRIC”). Our discussion includes terms not defined by the IFRS. Our usage of these terms may vary from the usage adopted by other companies. Specifically, working capital and cash flow from operations are undefined terms by IFRS. We provide this detail so that readers have a better understanding of the significant events and transactions that have had an impact on our results.
The following MD&A is presented and dated as of June 2, 2026 and should be read in conjunction with the unaudited condensed interim consolidated financial statements and related notes for the three months ended March 31, 2026, and the audited consolidated financial statements and related notes for the year ended December 31, 2025. The Company’s consolidated financial statements have been prepared on the “going concern” basis, which presumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The operations of the Company have been primarily funded through internally generated cash flow, private placements of debt and equity, and revolving lines of credit from related parties. The continued operations of the Company are dependent on the Company’s ability to generate profitable operations in the future, continued customer growth and the execution of a sufficient financing plan for future operations.
Management is responsible for the preparation and integrity of the financial statements, including the maintenance of appropriate information systems, procedures, and internal controls. Management is also responsible for ensuring that information disclosed externally, including the consolidated financial statements and MD&A, is complete and reliable.
All currency amounts in the accompanying financial statements and this MD&A are expressed in Canadian dollars, the Company’s functional currency, except where noted. This discussion contains forward-looking statements that involve risks and uncertainties. Such information, although considered to be reasonable by the Issuer’s management at the time of preparation, may prove to be inaccurate and actual results may differ materially from those anticipated in the statements made.
Forward Looking Statements
Expressed in Canadian Dollars (CAD$)Page 1
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
The MD&A includes certain statements that may be deemed “forward-looking statements”. These statements relate to future events or the Issuer’s future performance. All statements, other than statements of historical fact, may be forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Issuer believes that the expectations reflected in the forward-looking statements are reasonable, but no assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this MD&A should not be unduly relied upon by investors as actual results may vary. These statements speak only as of the date of this MD&A and are expressly qualified, in their entirety, by this cautionary statement. The Issuer’s actual results could differ materially from those anticipated in these forward-looking statements because of various risk factors.
Description of Business
ZenaTech, Inc. (“ZenaTech” or the “Company”) was incorporated by Articles of Incorporation in the State of Illinois, United States of America (“USA”), on August 31, 2017, under the name ZenaPay, Inc. On August 11, 2020, the name of the Company was changed to ZenaDrone, Inc., and on October 5, 2020, to ZenaTech, Inc. to better reflect the business of the Company and its corporate organization.
Until November 30, 2018, the Company was a wholly owned subsidiary of Epazz, Inc. (“Epazz”), after which it was restructured as a separate entity by way of a stock dividend to Epazz shareholders. On December 14, 2018, the Company was domiciled in British Columbia, Canada, through Articles of Continuance pursuant to the provisions of the Business Corporation Act (British Columbia).
The Company’s principal address and office is located at Suite 1404, 69 Yonge Street, Toronto, Ontario M5E 1K3. The Company’s registered and records office is located at Suite 700 – 1199 West Hastings Street, Vancouver, British Columbia V6E 3T5, Canada.
ZenaTech, Inc. is an enterprise software technology company specializing in AI-powered drone systems, Drone as a Service (DaaS), enterprise SaaS solutions, and Quantum Computing applications. The Company operates through two reportable segments: (1) Enterprise SaaS Software and (2) Drone as a Service (DaaS). The Company, through its wholly owned subsidiaries, currently conducts business across the following operating entities:
•ZenaTech, Inc. (“ZenaTech”), a British Columbia, Canada, company, provides cloud-based enterprise safety and compliance management software and mobile solutions.
•PacePlus, Inc. (“PacePlus”) is a Wyoming, USA corporation that provides cloud-based enterprise software solutions for the medical records industry.
•SystemView, Inc. (“SystemView”) is a Wyoming, USA corporation that provides software solutions for the automated facility management industry.
•ZigVoice, Inc. (“ZigVoice”) is a Wyoming, USA corporation that provides software solutions for the contact center industry.
•WorkAware, Inc. (“WorkAware”), a Wyoming, USA company, provides cloud-based enterprise safety and compliance management software and mobile solutions.
•TillerStack, GmbH., a German corporation which provides cloud-based enterprise field service management software and mobile solutions for a variety of industries.
•PsPortals, Inc. (“PsPortals”) is a Delaware, USA corporation that provides browser-based enterprise software applications for public safety.
Expressed in Canadian Dollars (CAD$)Page 2
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
•ZenaDrone, Inc. (“ZenaDrone WY”) is a Wyoming, USA, company, and its subsidiaries, including ZenaDrone Limited (Ireland), ZenaDrone Manufacturing, Inc. (Arizona), ZenaDrone Trading LLC (Dubai, UAE), and ZenaDrone Manufacturing (FZE) (Sharjah, UAE).
•Ecker Capital, Inc. (“Ecker”), a holding company for Interactive Systems, Inc., interlinkONE, Inc., and ESM Software, Inc.
•ZooOffice, Inc., DBA Jadian, and its subsidiary DeskFlex, Inc., providing compliance management and smart desk booking software solutions.
•Drone as a Service, Inc., a Wyoming Corporation, established for drone services operations.
•Spider Vision Sensors, Ltd., a sensors and component manufacturing entity in Taipei, Taiwan.
•Othership, Limited (“Othership”), a United Kingdom company providing workplace scheduling and management solutions.
•Weddle Surveying, Inc. (“Weddle”), a Tigard, Oregon company providing professional land surveying services to residential and commercial clients in the Portland Metropolitan region.
•KJM Land Surveying, Inc. (“KJM”), based in Pensacola, Florida, providing boundary surveys, ALTA surveys, as-built surveys, topographic surveys, and elevation certificates.
During 2025, ZenaTech completed approximately twenty acquisitions of land surveying companies across the United States (primarily Florida and Oregon) and the United Kingdom, establishing the DaaS segment as the Company’s primary revenue-generating segment. These acquired entities collectively form the Company’s land surveying and drone services operations, serving residential, commercial, construction, and government clients.
ZenaTech listed its common stock on Nasdaq.com, a New York stock trading exchange, under the ticker “ZENA” on October 1, 2024. The Company also trades on the Frankfurt Stock Exchange under “49Q” and on the BMV under “ZENA”.
Business Strategies
The Company operates in two revenue reporting segments: the Enterprise SaaS Software segment and the Drone as a Service (DaaS) segment. During the first quarter of 2026, the DaaS segment represented approximately 93% of consolidated revenue.
Software Segment
The Enterprise SaaS Software segment encompasses the Company’s twelve software subsidiaries providing cloud-based solutions across medical records, facility management, contact center, field service management, warehouse management, compliance, and public safety verticals. The Company does not anticipate any material changes to the use of existing software products while it continues to scale the DaaS segment. The segment continues to provide recurring subscription and maintenance revenue from a base of enterprise and government customers.
Drone as a Service Segment
ZenaTech’s DaaS strategy involves acquiring established land survey companies, integrating the Company’s proprietary ZenaDrone 1000 AI drone platform and IQ Drone Series into the survey delivery workflow, and converting service delivery from traditional land-based methods to drone-based operations. The objective is to reduce cost per survey while increasing capacity, geographic reach, and margin. Q1 2026 represented the first full quarter of consolidated results from the approximately twenty acquisitions completed during 2025, with DaaS segment revenue of $7,812,462 annualizing to approximately $31M.
The ZenaDrone 1000 is a high-quality large drone made of carbon fiber with eight electronic motors and a blend-wing body design. It has longer flight time than many commercial drones and can self-charge on
Expressed in Canadian Dollars (CAD$)Page 3
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
charging pads. The drone is ideal for land surveying, video surveillance, and inspections within industries such as utilities, pipelines, construction, agriculture, wildlife management, and large structure maintenance.
Expressed in Canadian Dollars (CAD$)Page 4
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Interim March 31, 2026 Selected Financial Data
Results of Operations - Summary Data
| 3-Months March 31, 2026 | 3-Months March 31, 2025 | Variance ($) | Variance (%) |
Revenue | 8,402,319 | 1,135,654 | 7,266,665 | 640% |
General and administrative expenses | 29,971,480 | 4,127,665 | 25,843,815 | 626% |
Net operating loss before other income (expenses) | (21,569,161) | (2,992,011) | (18,577,150) | 621% |
Net loss before other income | (26,549,905) | (4,612,436) | (21,937,469) | 476% |
Comprehensive loss for the period | (27,206,284) | (4,610,319) | (22,595,965) | 490% |
Basic loss per common share | (0.50) | (0.25) | (0.25) |
|
Diluted loss per common share | (0.50) | (0.25) | (0.25) |
|
Basic number of common shares outstanding | 61,764,175 | 25,501,124 |
|
|
Weighted average number of common shares outstanding | 53,774,981 | 18,426,467 |
|
|
Revenue increased by $7,266,665 or 640% for the three months ended March 31, 2026, as compared to the same period of 2025. This increase was driven almost entirely by the Drone as a Service segment, which contributed $7,812,462 in service revenue from the consolidated land surveying operations acquired during 2025, compared to $402,766 in Q1 2025 when only the initial acquisitions (Weddle Surveying and KJM Land Surveying) were contributing to results. The Enterprise SaaS Software segment contributed $589,857 in Q1 2026 (Q1 2025: $732,888), a modest decline reflecting timing of license and subscription renewals.
Total general and administrative expenses increased to $29,971,480 from $4,127,665, an increase of $25,843,815. The increase reflects the first full quarter of consolidated operations from the approximately twenty land surveying subsidiaries acquired during 2025, together with significant non-cash charges. Key drivers include: wages and benefits increased by $7,658,541 to $8,464,488 reflecting the substantially expanded workforce; stock-based compensation increased by $8,479,251 to $8,874,251 from equity awards to directors, officers, and consultants (entirely non-cash); sales and marketing increased by $2,389,190 to $3,989,586 as the Company invested in DaaS brand presence; programming and support fees increased by $1,979,152 to $2,071,104 reflecting direct costs of DaaS operations including subcontracted labor for survey projects, field equipment, and hosting costs; professional fees increased by $1,109,410 to $1,411,719 from legal, audit, and consulting costs associated with public-company reporting; general and administrative costs increased by $3,126,024 to $3,784,845 reflecting consolidated overhead from the acquired subsidiaries; and amortization and depreciation increased by $1,253,352 to $1,375,487.
Finance expenses for Q1 2026 were $5,083,400 compared to $1,617,549 in Q1 2025, primarily driven by non-cash loan derivative finance expense of $4,333,296 (Q1 2025: $1,257,785) on the Company’s convertible debt instruments. Approximately 87% of total Q1 2026 finance expenses are non-cash in nature. Other items included interest income of $13,889, a foreign currency exchange gain of $31,187, and an unrealized gain on marketable securities of $57,580.
Expressed in Canadian Dollars (CAD$)Page 5
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
The Company incurred a net loss of $26,549,905 during the three months ended March 31, 2026, as compared to a net loss of $4,612,436 during the same 2025 period. The comprehensive loss for the period was $27,206,284, which includes the net loss of $26,549,905 plus a foreign currency translation reserve loss of $656,379. Basic and diluted loss per share were both $(0.50) for Q1 2026 (Q1 2025: $(0.25)).
Expressed in Canadian Dollars (CAD$)Page 6
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Analysis of Financial Results
Summary Balance Sheet Data
| March 31, 2026 | December 31, 2025 | Variance ($) | Variance (%) |
Total current assets | 38,625,134 | 33,210,192 | 5,414,942 | 16% |
Fixed assets, net | 12,352,522 | 11,692,444 | 660,078 | 6% |
Total long-term assets | 70,896,964 | 66,553,248 | 4,343,716 | 7% |
Total assets | 109,522,098 | 99,763,441 | 9,758,657 | 10% |
Total current liabilities | 14,646,181 | 14,955,764 | (309,583) | (2%) |
Total long-term liabilities | 11,677,410 | 16,846,226 | (5,168,816) | (31%) |
Total liabilities | 26,323,591 | 31,801,990 | (5,478,399) | (17%) |
Total shareholders’ equity | 83,198,507 | 67,961,451 | 15,237,056 | 22% |
Total liabilities and shareholders’ equity | 109,522,098 | 99,763,441 | 9,758,657 | 10% |
Total current assets increased by $5,414,942 or 16% for the three months ended March 31, 2026, as compared to December 31, 2025. Cash increased by $2,546,115 to $8,526,481, reflecting net financing inflows from the quarter’s equity raise and line of credit draws, partially offset by cash used in operations. Short-term advance to affiliate increased by $3,097,092 to $12,192,637, reflecting continued funding of related party arrangements with Epazz, Inc. Other current assets increased by $2,385,037 to $4,415,752, primarily reflecting prepayments and refundable taxes. Accounts receivable increased by $385,143 to $4,552,028. Marketable securities decreased by $2,655,802 to $6,438,085 from net sales to fund operations, and drone components inventory decreased by $342,643 to $2,500,151.
Net fixed assets (property, plant and equipment) increased by $660,078 or 6% to $12,352,522, reflecting equipment additions of $1,273,600 net of depreciation, primarily from the DaaS segment’s surveying equipment and vehicles.
Total long-term assets increased by $4,343,716 or 7% for the three months ended March 31, 2026. Long-term advance to affiliates increased by $821,431 to $16,037,481. Product development costs increased by $1,055,381 to $7,738,176 reflecting capitalized drone and software development. Right of Use assets increased by $1,508,343 to $5,595,996 from new facility leases. Capital advances increased by $744,599 to $2,452,793. Intangibles decreased by $356,463 to $9,998,616 from amortization, and goodwill remained unchanged at $12,106,307 with no acquisitions in Q1 2026.
Total assets increased by $9,758,657 or 10% for the reasons listed above.
Total current liabilities decreased by $309,583 or 2% during Q1 2026. Accounts payable and accrued liabilities decreased slightly to $8,864,406. Contract liabilities decreased by $128,422 to $1,142,536 as previously deferred revenue was recognized. Current lease liability increased by $277,416 to $1,198,484. Current loans payable decreased by $248,702 to $3,440,755.
Total long-term liabilities decreased by $5,168,816 or 31% during Q1 2026, primarily due to $20,860,400 in debt conversions to equity during the quarter, partially offset by incremental draws under the revolving credit facilities. Long-term loans payable decreased from $13,566,956 to $7,073,995. Long-term lease obligations increased from $3,279,270 to $4,603,415 reflecting new and modified leases.
Expressed in Canadian Dollars (CAD$)Page 7
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Total liabilities decreased by $5,478,399 or 17% to $26,323,591 as a result of the significant debt-to-equity conversions described above.
Total shareholders’ equity increased by $15,237,056 or 22% during Q1 2026, as described in the Equity Structure section below.
Expressed in Canadian Dollars (CAD$)Page 8
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Financial Condition, Liquidity and Capital Resources
Net Working Capital
| March 31, 2026 | December 31, 2025 | Variance ($) | Variance (%) |
Current Assets |
|
|
|
|
Cash | 8,526,481 | 5,980,366 | 2,546,115 | 43% |
Marketable securities | 6,438,085 | 9,093,887 | (2,655,802) | (29%) |
Accounts receivable, net | 4,552,028 | 4,166,885 | 385,143 | 9% |
Short-term advance to affiliate | 12,192,637 | 9,095,545 | 3,097,092 | 34% |
Inventory of Drone Components | 2,500,151 | 2,842,794 | (342,643) | (12%) |
Other current assets | 4,415,752 | 2,030,715 | 2,385,037 | 117% |
Total current assets | 38,625,134 | 33,210,192 | 5,414,942 | 16% |
Current Liabilities |
|
|
|
|
Accounts payable and accrued liabilities | 8,864,406 | 9,074,281 | (209,875) | (2%) |
Contract liabilities | 1,142,536 | 1,270,958 | (128,422) | (10%) |
Lease liability | 1,198,484 | 921,068 | 277,416 | 30% |
Loans payable | 3,440,755 | 3,689,457 | (248,702) | (7%) |
Total current liabilities | 14,646,181 | 14,955,764 | (309,583) | (2%) |
Net Working Capital | 23,978,953 | 18,254,428 | 5,724,525 | 31% |
Net working capital increased by $5,724,525 or 31% to $23,978,953 for the three months ended March 31, 2026, driven by the $13.2M equity raise and incremental credit facility draws, partially offset by operating cash consumption. Total current assets increased by $5,414,942 or 16% while total current liabilities decreased modestly by $309,583 or 2%.
Expressed in Canadian Dollars (CAD$)Page 9
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Cash Flows
Cash Flow Category | Q1 2026 ($) | Q1 2025 ($) |
Cash used in operating activities | (18,848,583) | (4,916,680) |
Cash used in investing activities | (304,758) | (1,521,275) |
Cash provided by financing activities | 22,725,705 | 5,468,710 |
Effect of foreign exchange on cash | (1,026,249) | 2,391 |
Net change in cash | 2,546,115 | (966,854) |
Operating Activities
Cash used in operating activities was $18,848,583 for the three months ended March 31, 2026 (Q1 2025: $4,916,680). After adjusting the net loss of $26,549,905 for non-cash items (amortization and depreciation of $1,375,487, stock-based compensation of $8,874,251, loan derivative finance expense of $4,333,296, finance and loan initiation fee amortization of $289,957, bad debt of $203,605, loss on sale of assets of $16,181, and lease obligation of $(193,410)), and changes in non-cash working capital, the primary uses of operating cash were the increase in the advance to affiliate of $3,918,523 and the increase in other current assets of $2,401,812. Changes in accounts receivable used $588,748, accounts payable and accrued liabilities decreased by $503,183, and contract liabilities decreased by $128,422.
Investing Activities
Cash used in investing activities was $304,758 for the three months ended March 31, 2026 (Q1 2025: $1,521,275). The primary components were: purchase of property, plant and equipment of $1,273,600; product development costs of $1,124,120; long-term capital advances of $748,420; partially offset by net proceeds from sale of marketable securities of $2,713,382 and proceeds from sale of assets of $128,000. No acquisition costs were incurred in Q1 2026 (Q1 2025: $744,403).
Financing Activities
Cash provided by financing activities was $22,725,705 for the three months ended March 31, 2026 (Q1 2025: $5,468,710). The Company drew $11,098,010 under its revolving lines of credit (primarily GG Mars Capital, Star Financial, and Jennings Investments), received gross proceeds of $12,791,189 from a stock sale, and made loan repayments of $1,163,494.
Expressed in Canadian Dollars (CAD$)Page 10
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Long-Term Debt
Balance of Loans Payable: | March 31, 2026 | December 31, 2025 | Variance ($) | Variance (%) |
GG Mars Capital, Inc. RLOC | 2,215,773 | 2,215,773 | — | 0% |
Star Financial Corporation RLOC | 1,826,888 | 1,826,888 | — | 0% |
Jennings Family Investments, Inc. RLOC | 7,116,057 | 7,116,057 | — | 0% |
Other acquisition and SBA loans | 355,042 | 596,696 | (241,654) | (40%) |
Convertible debentures and other | 1,000,255 | 6,500,999 | (5,500,744) | (85%) |
Total Loans Payable | 10,514,750 | 17,256,413 | (6,741,663) | (39%) |
Less: current portion | (3,440,755) | (3,689,457) | 248,702 | (7%) |
Long-term portion | 7,073,995 | 13,566,956 | (6,492,961) | (48%) |
Total loans payable decreased by $6,741,663 or 39% to $10,514,750 during Q1 2026. The decrease was primarily driven by $20,860,400 in debt-to-equity conversions during the quarter (1,707,000 common shares issued and contributed surplus of $19,153,400), together with cash repayments of $1,163,494, partially offset by incremental draws of $11,098,010 under the revolving lines of credit.
The Company’s three primary revolving lines of credit are with GG Mars Capital, Inc., Star Financial Corporation, and Jennings Family Investments, Inc. GG Mars Capital and Star Financial Corporation are related parties to the Company. All three facilities bear interest at 8% per annum with 120-month maturity terms. The lenders have options to convert all or part of their balances into ZenaTech preferred shares at $3.00 stated value or into common stock at a 20% discount to market price. Such conversions have occurred in the past and are likely to continue.
Expressed in Canadian Dollars (CAD$)Page 11
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Equity Structure
Shareholders’ Equity | March 31, 2026 | December 31, 2025 | Variance ($) | Variance (%) |
Preferred stock | 86,310,000 | 51,810,000 | 34,500,000 | 67% |
Super voting stock | 5,550,000 | 1,800,000 | 3,750,000 | 208% |
Common stock | 18,529,252 | 14,406,266 | 4,122,986 | 29% |
Warrants | 361,058 | 361,058 | — | 0% |
Contributed surplus | 177,444,912 | 110,671,268 | 66,773,644 | 60% |
Foreign currency translation reserve | (1,263,101) | (606,722) | (656,379) | 108% |
Accumulated deficit | (80,292,091) | (53,742,186) | (26,549,905) | 49% |
Common Control Adjustment Account | (123,441,523) | (56,738,233) | (66,703,290) | 118% |
Total Shareholders’ Equity | 83,198,507 | 67,961,451 | 15,237,056 | 22% |
Total shareholders’ equity increased by $15,237,056, or 22% during the three months ended March 31, 2026.
During Q1 2026, the Company issued 10,000,000 Preferred Shares and 100,000 Super Voting Shares for the acquisition of PIN Technologies drone technologies from entities under common control, and 30,000,000 Preferred Shares and 100,000 Super Voting Shares plus 400,000 common shares for the acquisition of additional drone technologies. The Common Control Adjustment Account increased by $66,703,290, representing the difference between the consideration paid and the carrying value of net assets received in these transactions.
Additionally, 1,500,000 Preferred Shares and 25,000 Super Voting Shares valued at $8,791,750 were issued to Dr. Shaun Passley, PhD as compensation for services. Common stock increased by $4,122,986 through shares issued for drone technology acquisitions ($1,200,000), debt conversions ($1,707,000), and sales at market price ($1,215,986). Contributed surplus increased by $66,773,644 reflecting the value of equity issued in excess of stated capital.
The accumulated deficit increased by $26,549,905 reflecting the net loss for the quarter. The foreign currency translation reserve declined by $656,379 to $(1,263,101).
The Company has not entered any off-balance sheet financing or arrangements.
Expressed in Canadian Dollars (CAD$)Page 12
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Related Party Transactions
The Company’s significant related party transactions for the three months ended March 31, 2026 are described in Note 14 to the unaudited condensed interim consolidated financial statements. The key related party relationships and transactions are summarized below, in accordance with IAS 24.
Stock Ownership Following Company Spin-Off
On November 18, 2018, the Company was restructured by way of stock dividend to Epazz shareholders. Epazz, Inc. continues to be the Company’s controlling shareholder through ownership of preferred and super voting shares. Shaun Passley, PhD serves as CEO and Chairman of the Board of Directors of both ZenaTech and Epazz.
Management Services Agreement
The Company entered into a management services agreement with Epazz on November 18, 2018, in connection with the spin-off, pursuant to which Epazz agreed to provide certain management services to ZenaTech, including for labor, office space, hosting, travel, banking, and business development. The parties amended the agreement to change the markup from 45% to 20% starting January 31, 2019. The agreement has a 20-year term but may be terminated at any time with mutual consent. All funds due from Epazz represent advances for programming, support, and management fees.
Directors and Officers Stock Compensation
Key management personnel are those people that have the authority and responsibility for planning, directing, and controlling the activities of the Company. The Company offers its directors and officers stock compensation for their services. The stock awards are recognized as an expense at the time of granting.
During Q1 2026, ZenaTech issued 1,500,000 preferred shares and 25,000 super voting shares to Shaun Passley, PhD for services as CEO, valued at $8,791,750 ($4,500,000 preferred stock + $750,000 super voting stock + $3,541,750 contributed surplus). This amount is reflected in stock-based compensation expense of $8,874,251 for the quarter.
Share Issuances for Drone Technologies
During the first quarter of 2026, ZenaTech issued 30,000,000 preferred shares, 3,000,000 super voting shares, and 1,200,000 common shares (with contributed surplus of $32,503,290) for the acquisition of drone technologies from entities under common control. This transaction was reflected as a $66,703,290 adjustment to the Common Control Adjustment Account, with no net impact on total shareholders’ equity.
Shares Issued for Conversion of Debt
During Q1 2026, the Company issued 1,707,000 common shares with contributed surplus of $19,153,400 for the conversion of outstanding convertible debt, for a total conversion value of $20,860,400. These conversions occurred at prices determined in accordance with the conversion terms of the applicable credit agreements (generally a 20% discount to market price).
Shares Issued at Market Price
Expressed in Canadian Dollars (CAD$)Page 13
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
During Q1 2026, the Company issued 1,215,986 common shares at market price for gross proceeds of $12,791,190 ($1,215,986 common stock + $11,575,204 contributed surplus).
Advance to Affiliate for Future Services
As an operational process, ZenaTech advances funds to Epazz, Inc. These funds relate to the Management Services Agreement with Epazz and are restricted for the use and benefit of ZenaTech. Funds advanced to Epazz are designed to be consumed through services provided by Epazz for the benefit of ZenaTech. The Company has the right to enforce repayment of these funds.
| Short-term Advance | Long-term Advance | Notes Receivable from Affiliates |
Balances as of December 31, 2025 | 9,095,545 | 15,216,050 | 341,850 |
Additions during the quarter |
|
|
|
Advances to Epazz, Inc. | — | 821,431 | — |
Change in dues from affiliate | 3,097,092 | — | — |
Total additions during the quarter | 3,097,092 | 821,431 | — |
Balances as of March 31, 2026 | 12,192,637 | 16,037,481 | 341,850 |
The total advances to Epazz for future services were $28,230,118 as of March 31, 2026 ($12,192,637 short-term and $16,037,481 long-term). The current amount is expected to be provided in services by Epazz within a twelve-month period based on the current projected needs of the Company. The long-term amount will be paid back in services or cash.
Revolving Lines of Credit — Related Parties
The Company maintains three revolving lines of credit with entities related to the controlling shareholder:
GG Mars Capital, Inc. October 2024 Revolving Line of Credit: The Company issued GG Mars Capital a promissory note for $5,000,000 USD with 8% simple interest and a 120-month maturity (October 8, 2034). GG Mars Capital has an option to convert at a 20% discount all or part of the balance into ZenaTech preferred shares at $3.00 stated value or common stock at the last valuation or lowest price traded within 30 days. GG Mars Capital, Inc. is owned by a family member of Shaun Passley, PhD. The balance drawn was $2,215,773 as of March 31, 2026.
Star Financial Corporation October 2024 Revolving Line of Credit: The Company issued Star Financial Corporation a promissory note for $5,000,000 USD with 8% simple interest and a 120-month maturity. Star Financial Corporation has the same conversion options as GG Mars Capital. Star Financial Corporation is owned by a family member of Shaun Passley, PhD. The balance drawn was $1,826,888 as of March 31, 2026.
Jennings Family Investments, Inc. Revolving Line of Credit: The Company issued Jennings Family Investments a promissory note for $10,000,000 USD with 8% simple interest and a 120-month maturity. Jennings Family Investments has the same conversion options. The balance drawn was $7,116,057 as of March 31, 2026.
Expressed in Canadian Dollars (CAD$)Page 14
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
During Q1 2026, the Company drew $11,098,010 under these revolving lines of credit and made repayments of $1,163,494. All related party transactions were conducted at arm’s-length terms as determined by management. Independent directors of the Board reviewed and approved significant related party transactions.
Expressed in Canadian Dollars (CAD$)Page 15
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with IFRS requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the fiscal year. The Company makes estimates for, among other items, useful lives for depreciation and amortization, determination of future cash flows associated with impairment testing for long-lived assets, determination of the fair value of stock options and warrants, determination of fair value of convertible debt instruments and their embedded derivatives, valuation allowance for deferred tax assets, allowances for doubtful accounts, and potential income tax assessments and other contingencies. The Company bases its estimates on historical experience, current conditions, and other assumptions that it believes to be reasonable under the circumstances. Actual results could differ from those estimates and assumptions.
The most significant areas of estimation uncertainty during Q1 2026 include: stock-based compensation of $8,874,251 (fair value of equity awards using valuation models); loan derivative valuation of $4,333,296 (fair value of convertible debt embedded derivatives); going concern assessment (the Company has an accumulated deficit of $80,292,091 and a net loss of $26,549,905 but maintains working capital surplus of $23,978,953); impairment of goodwill and intangibles ($12,106,307 and $9,998,616, respectively); and common control transaction adjustments ($66,703,290 increase in the Common Control Adjustment Account).
Changes in Accounting Policies
There were no changes in accounting policies during the three months ended March 31, 2026 and for the year ended December 31, 2025. There were no changes in accounting policies up through the dating of this Management Discussion and Analysis.
Future Changes in Accounting Standards
As of March 31, 2026 certain new standards, amendments and interpretations to existing standards have been published but are not yet effective and have not been early-adopted by the Company.
Expressed in Canadian Dollars (CAD$)Page 16
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
Financial Instruments
The Company’s consolidated financial instruments include cash, marketable securities, accounts receivable, advances to affiliates, accounts payable, lease liabilities, and loans payable. The carrying value of short-term financial instruments approximates fair value due to the relatively short periods to maturity. Financial instruments are classified within a three-level fair value hierarchy: Level 1 (unadjusted quoted prices), Level 2 (observable inputs), and Level 3 (unobservable inputs).
Risk Exposure and Management
The Company is exposed to various financial instrument risks and continuously assesses the impact and likelihood of this exposure. These risks include credit risk, liquidity risk, interest rate risk and currency risk. Where material these risks are reviewed and monitored by the Board of Directors.
Credit Risk
Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its advances to Epazz, Inc. ($28,230,118 as of March 31, 2026, combining short-term and long-term amounts). The Company does not believe this exposes it to significant credit risk as Epazz is a related party and the funds relate to the Management Services Agreement.
Liquidity Risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they become due. The Company’s ability to continue funding its operations is dependent on management’s ability to raise required funding through future equity issuances and revolving credit facilities. The Company manages its liquidity risk by forecasting cash flows from operations and anticipating any investing and financing activities. The Company had working capital of $23,978,953 as of March 31, 2026, a 31% increase from the working capital of $18,254,428 as of December 31, 2025. Management believes that existing cash, marketable securities, available credit facilities, and expected cash flows from DaaS operations are sufficient for the next twelve months.
Interest Rate Risk
Interest rate risk is the risk that the fair value or future cash flows will fluctuate as a result of changes in market interest rates. The Company’s revolving lines of credit bear fixed interest rates of 8% per annum. The Company is not exposed to significant variable interest rate risk.
Currency Risk
Currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company transacts in USD, CAD, EUR, GBP, and AED. The Company recognized a foreign currency exchange gain of $31,187 in Q1 2026 and a foreign currency translation reserve loss of $656,379 through other comprehensive items. The Company does not enter into derivative financial instruments to mitigate foreign exchange risk.
Market Risk
Market risk is the risk of loss that may arise from changes in market factors such as interest rates, foreign exchange rates, and equity prices. The Company holds marketable securities of $6,438,085, which are
Expressed in Canadian Dollars (CAD$)Page 17
ZenaTech, Inc. — Management Discussion & Analysis — Three Months Ended March 31, 2026 (Unaudited)
subject to market price fluctuations. During Q1 2026, the Company recognized an unrealized gain on marketable securities of $57,580.
Other MD&A Disclosures
Contingencies
The Company is not aware of any contingencies or pending legal proceedings as of the date of this report.
Additional Share Information
The Company had 87,120,900 Common Stock outstanding as of June 2, 2026.
Expressed in Canadian Dollars (CAD$)Page 18