Zonetail Inc. Provides Update to Proposed $445,355 Shares-for-Debt Transaction

Executive Summary

• Zonetail Inc. received conditional approval to settle up to $445,355.78 of debt by issuing up to 22,267,789 common shares at $0.02 per share.
• Insiders (CEO, CFO, Chairman and two Directors) will participate, settling a total of $334,398 of the debt.
• Shareholder approval is required; the company will seek it at its annual general and special meeting on March 18 2026.

Key Details

• Transaction Structure: Shares‑for‑debt swap; up to 22,267,789 shares issued at $0.02 per share for debt settlement.
• Debt Amount Covered: Up to $445,355.78 of outstanding obligations.
• Insider Participation:
• Mark Holmes (CEO) – $81,000 debt settled
• Errol Farr (CFO) – $129,924 debt settled
• Paul Scott (Chairman) – $58,500 debt settled
• Geoffrey Gelb (Director) – $32,487 debt settled
• Chip Rogers (Director) – $32,487 debt settled
• Total Insider‑Settled Debt: $334,398.
• Shareholder Approval: Required under TSX Venture Exchange policy; to be obtained at the annual general and special meeting on March 18 2026.
• Closing Conditions: Subject to customary conditions, including TSXV approval and a statutory hold period of four months plus one day for all issued securities.
• Related‑Party Transaction Status: Exempt from minority shareholder approval and formal valuation requirements under MI 61‑101 because neither the fair market value of shares nor consideration exceeds 25 % of Zonetail’s market capitalization.

Notable Quotes

(No direct quotes were provided in the release.)