ZENA · ZenaTech, Inc.

ZenaTech, Inc. has entered into a securities purchase agreement with institutional investors for a registered direct offering of 11,792,455 shares of common stock and warrants to purchase an equal number of shares. The combined purchase price is $2.12 per unit, with warrants exercisable at $2.50 per share for 5.5 years, subject to redemption if the stock price exceeds $6.75 for ten consecutive trading days. Gross proceeds are expected to be approximately $25 million, before fees and expenses. Maxim Group LLC is acting as sole placement agent. The offering is expected to close on or about May 18, 2026, under an effective shelf registration statement. This capital raise provides ZenaTech with additional funding for its operations and growth initiatives, including its drone product lines. The terms include a premium to market pricing under Nasdaq rules, indicating investor demand. The warrants' redemption feature may incentivize early exercise if the stock appreciates. Investors should monitor the closing and subsequent use of proceeds.