04:05:52 EDT Fri 13 Mar 2026
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Zonetail Inc. Provides Update to Proposed $445,355 Shares-for-Debt Transaction

2026-03-13 00:05 ET - News Release

(via TheNewswire)

Zonetail Inc.

NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES

 

Toronto, Ontario – TheNewswire - March 12, 2026 – Zonetail Inc. (TSX-V: ZONE) (“Zonetail” or the “Company”) is pleased to announce that it has received conditional approval for a proposed shares-for-debt transaction, pursuant to which it intends to settle up to 22,267,789 in consideration for the settlement of up to $445,355.78 of debt (the “ Shares-for-Debt Transaction ”) at a price of $0.02 per common share in the capital of the Corporation (“ Shares ”). The Company is proposing to complete these settlements to preserve cash to fund future operations.

 

Mark Holmes, CEO, Errol Farr, CFO, Paul Scott, Chairman, Geoffrey Gelb, Director and Chip Rogers, Director, (together, the “ Subject Insiders ”) intend to participate in the Shares-for-Debt Transaction by settling debt in the amounts of $81,000,  $129,924, $58,500, $32,487 and $32,487 respectively. Pursuant to the policies of the TSX Venture Exchange (the “ TSXV ”), the issuance of Shares pursuant to a settlement of debt to “Insiders” (as that term is defined in the policies of the TSXV) requires disinterested shareholder approval if the deemed value of the shares to be issued (excluding reimbursement shares issued as reimbursement of out-of-pocket expenses and cash advances) exceed $5,000 per month per person or $10,000 per month in the aggregate. The Company will be seeking disinterested shareholder approval for the Shares-fort-Debt Transaction as it relates to the Subject Insiders, at its upcoming annual general and special meeting of shareholders to be held on March 18, 2026.

 

Completion of the Shares-for-Debt Transaction will be subject to customary closing conditions, including the receipt of all necessary approvals including the approval of the TSX Venture Exchange. All securities issued will be subject to a statutory hold period of four months and one day, in accordance with applicable Canadian securities laws.

 

Related Party Transaction

The participation of Subject Insiders in the Shares-for-Debt Transaction is considered to be a “related party transaction” as defined under the policies of the TSXV and Multilateral Instrument 61- 101 – Protection of Minority Security Holders in Special Transactions (“ MI 61-101 ”). The Company is relying on exemptions from the minority shareholder approval and formal valuation requirements applicable to the related-party transactions under sections 5.5(a) and 5.7(1)(a), respectively, of MI 61-101, as neither the fair market value of the Common Shares to be issued to the participating insiders nor the consideration received from them exceeds 25% of the Corporation’s market capitalization.

 

About Zonetail

Zonetail Inc. (TSXV: ZONE) is a mobile platform and market network. Our Mission is to provide a state‑of‑the‑art mobile platform that enables high-rise residents to better manage their homes by connecting people to products, amenities, and services. Our Vision is to build a critical mass of users in the hard‑to‑reach, high rise residential vertical, through a unique mobile market network model - providing vital information, products, and services at the tap of a screen. We are the search engine to optimize your home.

Please visit https://www.zonetail.com .

 

For more information, please contact:

Mark Holmes

President and CEO

Zonetail Inc.

Telephone: (416) 994-5399

mark@zonetail.com

 

Forward-Looking Statements

 

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

This news release contains forward-looking statements that relate to Zonetail’s current expectations and views of future events. In some cases, these forward-looking statements can be identified by words or phrases such as “may”, “will”, “expect”, “anticipate”, “aim”, “estimate”, “intend”, “plan”, “seek”, “believe”, “potential”, “continue”, “is/are likely to” or the negative of these terms, or other similar expressions intended to identify forward-looking statements. Certain matters discussed in this announcement contain statements, estimates and projections about the proposed Shares-for-Debt Transaction, growth of Zonetail’s business, potential distribution partnerships and/or clients, and related business strategy. Such statements, estimates and projections may constitute forward-looking statements within the meaning of the federal securities laws. Factors or events that could cause our actual results to differ may emerge from time-to-time. Zonetail undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. The recipient of this information is cautioned not to place undue reliance on forward-looking statements. Forward‑looking statements are based on certain assumptions and analysis made by Zonetail in light of its experience and perception of historical trends, current conditions and expected future developments and other factors Zonetail believes are appropriate, and are subject to risks and uncertainties. Although Zonetail believes that the assumptions underlying these statements are reasonable, they may prove to be incorrect. Given these risks, uncertainties and assumptions, prospective purchasers should not place undue reliance on these forward-looking statements.

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