Upgrade to SI Premium - Free Trial

ZenaTech Inc. Requisitions a Shareholder Meeting to Change the Board of Directors of Boardwalktech Software Corp.

October 1, 2026 1:51 PM

Vancouver, British Columbia--(Newsfile Corp. - October 1, 2026) - ZenaTech, Inc. (NASDAQ: ZENA) (FSE: 49Q) (BMV: ZENA) ("ZenaTech"), a technology solution provider specializing in AI (Artificial Intelligence) drone, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, and the largest shareholder of Boardwalktech Software Corp. (TSX-V: BWLK) (the "Company"), announces it has requisitioned a meeting of shareholders of the Company pursuant to the Business Corporations Act (British Columbia) to (i) approve an ordinary resolution of disinterested shareholders of the Company authorizing ZenaTech to exercise all of the share purchase warrants of the Company acquired by ZenaTech from the Company in a private placement on July 31, 2026, resulting in ZenaTech becoming a "Control Person" of the Company, (ii) approving ordinary resolutions authorizing the alteration of the Articles of the Company to allow the shareholders of the Company to set the number of directors of the Company which is currently within the power of the directors and to remove directors by ordinary resolution of shareholders; and (iii) approve a special resolution (or ordinary resolution if approved in (ii) above) removing each of the current directors of the Company and electing each of the nominees of ZenaTech as described in this press release.

ZenaTech has requisitioned the meeting for the following reasons:

Critical Issues that prevent unlocking value and in turn are creating financial stress:

Shareholders Deserve Better | ZenaTech's Vision

Substantial Loss of Value

Dilutive Financings

Corporate Governance Lack of Oversight

There is a shocking lack of oversight and compliance with corporate governance principles at the Company -

Status Quo Preservation

ZenaTech has attempted to discuss a new business plan with the CEO of the Company on at least two occasions. ZenaTech expressed to the CEO of the Company that it could provide financing and create new sales channels for the business if it is allowed to take control of the board, resulting in a better financial and operational position for the Company, as well as an increased share price, but the CEO said he did not care about the share price.

Time For Real Change

ZenaTech believes the Company is at a critical inflection point where shareholders have to choose between their investment being run by and for the benefit of management (who comprise most of the board) or return control to shareholders with the election of ZenaTech's slate of shareholder-aligned, highly qualified and experienced nominees (the "ZenaTech Nominees").

The Company's finances are in dire straits. The Company is constantly diluting shareholders with small amounts of funding from investors essentially to stay afloat. The Company has violated its financial covenants in its secured credit facility multiple times and it's not clear whether those deficiencies have been cured. The auditors of the Company have stated that there is material uncertainty which may cast significant doubt on the Company's ability to continue as a going concern. The Company is being run by management who are directors who set their own management pay packages.

ZenaTech is concerned that the Company may be become insolvent given its recent financial results and statements made by its auditors in its financial statements, giving the Company's lenders priority over all the assets of the Company to the detriment of all shareholders. And the Company has moved to reporting its results on a semi-annual basis making it substantially more difficult to track financial results.

ZenaTech believes it can turn the Company around and has the capital and expertise to do so, but the only way to rectify these problems and for the Company to regain the market's trust is to replace the existing Board with highly qualified nominees. As a result, ZenaTech believes the incumbent directors of the Company are wholly unfit for the board and must be urgently replaced.

ZenaTech Board Nominees

The ZenaTech Nominees proposed as directors of the Company by ZenaTech are as follows:

Shaun Passley, PhD

Shaun Passley, PhD has over twenty-five years of experience in the software industry, including running public companies. Dr. Passley is the President, Chief Executive Officer, and a director and Chair of the Board of Directors of the ZenaTech since the company's inception in August 2017. He is also a director, the Chief Executive Officer and majority shareholder of Epazz Inc., a technology company listed on the OTC Markets, since 2000.

ZenaTech serves tens of thousands of customers across dozens of verticals and sub-verticals. Dr. Passley has sold enterprise software to buyers of exactly this profile for twenty-five years. The technology does not need to change. The distribution behind it does.

Dr. Passley obtained his bachelor's degree from DePaul University in finance in 2000, his master's degree from DePaul University in information technology in 2006, his MBA from Benedictine University in 2007, his master's degree from Northwestern University in product development in 2011, his PhD in Business from Benedictine University in 2014, and Master of Law in intellectual property from Northwestern University in 2016. Dr. Passley resides in Vancouver BC V6B 0A5 Canada.

James A. Sherman, CPA

James A. Sherman is the Chief Financial Officer, Corporate Secretary, and a director of ZenaTech since August 2017, and President of Advocate CPA, Inc. since 2005. He has been a CPA for more than thirty years. He graduated with honors from Northern Illinois University in 1987. Mr. Sherman began his accounting career at Centel Corporation, a Fortune 500 telecommunications organization. After eight years at Centel in positions of increasing responsibility, he left for a $3.5 billion division of Sprint Corporation, first as assistant treasurer and then acting treasurer, becoming a leading contributor to a $50 million cost savings project. Mr. Sherman spent six years at Mitsubishi Corporation, a $300 billion public conglomerate, as chief financial officer of a $250 million division, before taking the entrepreneurial leap of founding Advocate, an accounting and business services firm. His vision is to bring mid-sized and emerging businesses the same strategic insight, financial methods, and economies of scale from shared resources that characterize big business in America. Mr. Sherman has public company experience with Mitsubishi and Sprint, as well as Epazz Inc. Mr. Sherman also has over five years of Canadian public accounting experience working with Canadian auditors and preparing financial statements in IFRS for the company. Mr. Sherman resides in Aurora, IL 60502 USA.

The Company's technology, Verity, is positioned today as a financial services product. The obligation it automates is not confined to financial services: every public company and regulated institution is required to test its internal controls and retain the evidence, and the substantial majority still do so manually. Mr. Sherman has sat on the buying side of that problem for three decades, at Centel, Sprint, Mitsubishi and across the client base of his own firm. He is positioned to potentially direct the product toward the finance function as a whole rather than a single vertical within it.

Craig Passley

Craig Passley has been a director of the ZenaTech since 2018 and serves as the Corporate Secretary of ZenaTech. He has also served as the corporate secretary of Epazz Inc. for over ten years, where he has gained experience managing a public company. For over 20 years, Mr. Passley has worked as a senior project manager in the homebuilding industry, managing the various aspects of building various type of structures, including planning, organizing, oversight and completing small and large building projects. Mr. Passley obtained his bachelor's degree in engineering from Bradley University in 1997 and his master's degree in project management from the Keller Graduate School of Management in 2000. Mr. Passley also received his MBA from Lake Forest School of Management in 2008. Mr. Passley and Dr. Passley are brothers. Mr. Passley resides in Vernon Hills, IL USA

Construction is among the largest industries in the economy and one of the last running on ungoverned spreadsheets. A project budget is edited by the developer, the contractor, the subcontractors and the lender, revised weekly, with no reliable record of who changed what. That is the condition Velocity was built for, and the Company sells nothing into the sector today. Mr. Passley has carried that exposure as an operator for twenty years. He knows what the product must do to be bought, and who signs for it.

Amanda Jones

Amanda Jones is an experienced healthcare leader with more than 20 years of experience across hospital, surgical, emergency medicine, outpatient and wellness settings. Throughout her career, Ms. Jones has held positions involving clinical leadership, operational coordination, team management, patient safety and decision-making within complex healthcare environments. Her experience spans multiple healthcare organizations and states, providing her with a broad perspective on healthcare operations, workforce management, organizational processes and the challenges facing healthcare providers. She has held leadership and clinical positions responsible for coordinating teams, managing patient flow and assessing operational priorities under pressure. Ms. Jones currently works in the health and wellness sector, supporting patient-centered approaches that incorporate preventative care, lifestyle medicine and holistic health strategies. She also works independently as a functional medicine health and wellness coach. Ms. Jones resides in Las Vegas, NV USA.

ZenaTech believes her healthcare background, leadership experience and understanding of highly regulated environments will provide valuable perspective in connection with the Company's strategic planning, operational oversight, risk management and long-term growth.

Healthcare is one of the largest regulated sectors in the economy and one of the least automated, and Boardwalktech holds little to no position in it. Each of the three Boardwalktech products have healthcare application: HIPAA obliges every provider to test its controls and retain the evidence, which is the function Verity automates; clinical scheduling, staffing and budget models continue to run on ungoverned spreadsheets, which is Velocity; and clinical data cannot be relied upon by any AI system without the lineage Unity Central provides. Ms. Jones has spent two decades inside provider organizations and is positioned to shape the product requirements for the sector and to identify where the purchasing authority sits.

Michael L. Harrington

Michael L. Harrington is an experienced supply chain and business leader, entrepreneur and retail industry executive with more than 45 years of experience in procurement, sourcing, supplier relationships, inventory management, business operations, retail and wholesale management, valuation and high-value asset oversight. From 2005 through 2023, Mr. Harrington owned and operated Harrington's Fine Jewelry, where he was responsible for the strategic, financial and operational management of a full-service fine jewelry business. His responsibilities included budgeting, procurement, supply chain and vendor management, purchasing, staffing, inventory planning and control, compliance, customer relations, security, loss prevention and risk management. ZenaTech believes his experience managing supply chains, and high-value inventory, together with his background as a long-term business owner and executive, would provide valuable perspective in the areas of supply chain strategy, operational oversight, financial management and risk management. The Company's patented capability is provenance: proving what a record held on a given date and who changed it. Mr. Harrington has spent forty years in a trade where that proof is the asset. Certification, valuation and chain of custody set the price of every item he bought and sold, and a break in the record can diminish it. ZenaTech believes Mr. Harrington can likely scale Velocity and Unity Central into retail, wholesale, luxury goods and high-value inventory, none of which the Company reaches today. Mr. Harrington resides in Morris, IL USA.

If elected, the ZenaTech Nominees are expected to enact immediate corporate governance improvements at the Company. ZenaTech believes these nominees represent an improvement by orders of magnitude over the Company's Board, including for the following reasons:

Meeting Materials and Solicitation of Proxies

ZenaTech has delivered a requisition for a shareholder meeting to the Company setting forth the matters to be considered by shareholders at the meeting and will file its own dissident information circular to solicit proxies once a meeting is set. The dissident circular will set forth contact information for shareholders to contact the Company with questions.

Information in Support of Public Broadcast Solicitation

This news release is issued pursuant to the public broadcast exemption under Section 9.2(4) of NI 51-102.

ZenaTech delivered a requisition to the Company on October 1st, 2026, for a general meeting of shareholders (the "Meeting") of the Company, pursuant to which it has submitted certain actions to be transacted at the Meeting, including the nomination of a slate of nominees of ZenaTech proposed to be elected as directors of the Company. When the Company sets a date for an annual meeting, ZenaTech plans to deliver a notice to the Company pursuant to the Advance Notice Provisions of the Company's Articles in connection with a change of directors.

Proxy solicitations by or on behalf of the Nominating Shareholder in connection with the Meeting will be made pursuant to a dissident information circular, by way of public broadcast, including through press releases, speeches or publications, or in any other manner permitted under Canadian corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favor of any matter. ZenaTech plans to file and deliver a dissident information circular with proxy forms in due course to solicit proxies in connection with the Meeting in compliance with applicable securities laws.

Proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law and delivered to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, provided, at the Meeting, to the chair of the Meeting, or in any other manner permitted by the Articles of the Company or applicable law.

The information contained herein, and any solicitation made by ZenaTech in advance of the Meeting, is or will be, as applicable, made by ZenaTech and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne directly by ZenaTech.

Notwithstanding the foregoing, and to the extent legally permissible, ZenaTech will seek customary reimbursement from the Company for the expenses it incurs in connection with this solicitation, including proxy solicitation expenses and legal fees, in connection with a successful reconstitution of the Company's board.

Neither ZenaTech or the ZenaTech Nominees, nor any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the Meeting, other than with respect to the exercise of warrants resulting in the creation of a control person under TSXV rules, amendments to the Articles of the Company to allow shareholders to set the number of directors of the Company, and the removal and election of directors. ZenaTech owns (i) 25,779,437 common shares of the Company, representing approximately 19.9% of the issued and outstanding shares of the Company on a non-diluted basis, and (ii) warrants to acquire approximately 15,000,000 common shares of the Company, representing 11.6% of the outstanding shares of the Company on a partially diluted basis. ZenaTech has agreed to a blocker restricting the exercise of any Warrants that would result in it owning more than 19.9% of the outstanding Common Shares until disinterested shareholder approval is obtained from the Company's shareholders to create a new control person.

Dr. Passley is a director, officer and an insider of ZenaTech. As a result, Dr. Passley may be deemed to be the beneficial owner of the shares of the Company owned by the ZenaTech; however, Dr. Passley disclaims beneficial ownership over such shares as the right to vote and to dispose of such shares of the Company is held by the board of directors of the ZenaTech.

ZenaTech is not acting jointly or in concert with any person in connection with the matters contemplated hereby.

The registered address of the Company is located at 1200 - 750 West Pender Street, Vancouver, BC V6C 2T8 and its head office is located at 10050 N. Wolfe Rd., Suite# SW1-276, Cupertino, California, 95014 USA. A copy of this press release may be obtained on the Company's SEDAR+ profile at www.sedarplus.ca

The Nominating Shareholder is resident in British Columbia, Canada and its head office address is at Suite 1460, 777 Hornby Street, Vancouver, BC V6Z 1S4.

A copy of this document has been filed on Sedar+ under the Company's profile.

About ZenaTech

ZenaTech, Inc. (NASDAQ: ZENA) (FSE: 49Q) (BMV: ZENA) is a technology company that specializes in AI autonomy drone platforms to transform industrial, government, and defense sectors. Its subsidiaries include drone manufacturing through ZenaDrone, a global Drone as a Service (DaaS) business, and a separate enterprise SaaS division of multiple software brands. The Company is executing an acquisition-led DaaS roll-up strategy to digitize and automate legacy service industries like land surveys and inspections, driving drone-based scalable, recurring revenue growth. With an operating footprint spanning North America, Europe, the Middle East, and Asia, ZenaTech is advancing AI drones for agriculture and logistics, as well as ISR, cargo, and counter-UAS applications for U.S. defense and NATO allies. The Company is investing in next-generation technologies, including drone swarms, quantum computing, and advanced AI autonomy to capture long-term opportunities in key markets through its R&D initiatives.

About ZenaDrone

ZenaDrone, a subsidiary of ZenaTech, develops and manufactures AI-powered multifunction autonomous drone solutions integrating machine learning, predictive analytics, and advanced computing technologies for government, defense, and industrial applications. This includes multifunctional drones for surveying, inspections, logistics, security, and defense applications. Its product portfolio under development includes the ZenaDrone 1000 for ISR defense and specialized cargo, the IQ Nano for indoor inventory management and security, the IQ Square for outdoor inspections and maintenance, the IQ Quad for land surveying, and the IQ Aqua for underwater applications. ZenaDrone operates three global manufacturing facilities in Arizona, Dubai, and Taiwan, and is advancing counter-UAS maritime interceptor drones and an integrated defense system.

Contacts for more information:

Company, Investors, and Media:
Linda Montgomery
ZenaTech
312-241-1415
[email protected]

Safe Harbor

This press release and related comments by management of ZenaTech, Inc. include "forward-looking statements" within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of ZenaTech and reflects management's expectations and projections regarding ZenaTech's growth, results of operations, performance, and business prospects and opportunities, including its planned franchise business strategy for drone-based power washing described above, which is in the planning stage and subject to change. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "aim", "seek", "is/are likely to", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other comparable terminology intended to identify forward-looking statements. Forward-looking information in this document includes, but is not limited to, ZenaTech's expectations regarding its revenue, expenses, production, operations, costs, cash flows, and future growth; its ability to develop and finalize a franchise business strategy and operations manual for drone-based power washing services and to execute on that strategy in the States in which it operates and nationally as currently contemplated; expectations with respect to future production costs and capacity; ZenaTech's ability to deliver products to the market as currently contemplated, including its drone products such as the ZenaDrone 1000, IQ Square, and IQ Nano; ZenaTech's ability to develop products for markets as currently contemplated; ZenaTech's anticipated cash needs and its needs for additional financing, including to make acquisitions; ZenaTech's intention to grow its business and its operations and execution risk, including with respect to acquisitions made; expectations with respect to future operations and costs; the volatility of stock prices and market conditions in the industries in which ZenaTech operates; political, economic, environmental, tax, security, and other risks associated with operating in emerging markets; regulatory risks; unfavorable publicity or consumer perception; difficulty in forecasting industry trends; the ability to hire key personnel; the competitive conditions of the industry and the competitive and business strategies of ZenaTech; ZenaTech's expected business objectives for the next twelve months; ZenaTech's ability to obtain additional funds through the sale of equity or debt commitments, including to fund acquisitions; investment capital and market share; the ability to complete and fund any contemplated acquisitions or franchise agreements; changes in the target markets; market uncertainty; ability to access additional capital, including through the listing of its securities in various jurisdictions; management of growth (plans and timing for expansion); patent infringement; litigation; applicable laws, regulations, and any amendments affecting the business of ZenaTech and other related risks and uncertainties disclosed under the heading "Risk Factors" in the Company's Form F-1, Form 20-F and other filings filed with the United States Securities and Exchange Commission (the "SEC") on EDGAR through the SEC's website at www.sec.gov. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/316968

Categories

Newsfile Press Releases