SecProbe.io

September 3, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 8 to Registration Statement on Form F-1
Filed August 20, 2024
File No. 333-276838
Dear Shaun Passley:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our August 8, 2024 letter.
Amendment No. 8 to Registration Statement on Form F-1
Consolidated Statements of Financial Position
For the Six Months Ended June 30, 2024 and June 30, 2023, page 142
1.The line item for “Fixed assets, net” is presented outside of current and long-term assets.
Please classify as one or the other and reference any revisions in your response. Refer to
IAS 1.
Note 11. Share Capital
Warrants Outstanding, page 165
We have reviewed your response to prior comment 8. The comment remains outstanding,
and we are reissuing the comment. You disclose that on July 1, 2024, you effected a 1 to 6
reverse stock split of your common shares, and this resulted in warrants exercisable to
purchase one share of common stock of the Company at $12 CAD, which is equal to 2.

September 3, 2024
Page 2
$8.77 USD using a conversion rate of $1 USD to $1.368 as of the balance sheet date.
However, this does not recalculate based on your previously reported amounts in
Amendment No. 7 to the Registration Statement on Form F-1. You previously reported a
warrant to purchase one share of the Company’s common stock at a share price of $2.00
USD or $2.71 CAD, which does not appear to recalculate to $12 CAD or $8.77 USD.
This comment also applies to the disclosure for Warrants Outstanding on page 200 and
disclosures for Propal Investments LLC Loan on other pages of your filing. Please revise
or advise. In addition, reference any revisions in your response.
21. Subsequent Events, page 176
3.We have reviewed your response to prior comment 2. In addition, you disclose the
following, which does not appear to be consistent with each other. Please revise or advise
and reference any revisions in your response:
•The Company had 17,080,221 shares of common stock on a post reverse stock split
basis, including 63,722 shares issuable upon exercise of outstanding warrants as of
June 30, 2024.
•This prospectus relates to the registration of the resale of up 17,372,050 shares of our
common stock on a post-reverse split basis, including 355,551 shares issuable upon
exercise of outstanding warrants.
4.We have reviewed your response to prior comment 2. Your Consolidated Income
Statements of Comprehensive Loss discloses common shares outstanding of 17,016,499
as of June 30, 2024 and 16,843,182 as of December 31, 2023. However, pages 176, 186,
and 207 do not quantify these amounts consistently in the following disclosures. Please
revise or advise and reference any revisions in your response:
•The Company had 17,080,221 shares of common stock on a post reverse stock split
basis, including 63,722 shares issuable upon exercise of outstanding warrants as of
June 30, 2024.
•The Company has 16,843,182 shares of common stock on a post reverse stock split
basis as of December 31, 2023, including 63,722 shares issuable upon exercise of
outstanding warrants.
Convertible Debt Table, page 199
5.Your response to prior comment 11 states that you have amended to correct for an
inadvertent error. However, you disclose the number of shares debt can convert to be
700,988. This does not recalculate based on your previously reported amount of 2,388,982
in the table on page 193 of Amendment No. 7 to the Registration Statement on Form F-1.
Please revise or advise and reconcile those changes to the amounts previously reported in
your response.
Notes
For the Years Ended December 31, 2023, and 2022
Note 11. Share Capital
Outstanding, page 199
Your response to prior comment 7 explains that you have revised your disclosure to state
the low sales price was $1.44. However, the comment remains outstanding, and we are 6.

September 3, 2024
Page 3
reissuing the comment. You disclose a share price of $1.44 for shares issued and
outstanding on January 1, 2022, here and in other parts of the filing. However, on page 2,
you disclose that based on information available to you, the low and high sales price per
share of common stock for such private transactions during the period from January 1,
2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split
basis. Please revise or advise as the price of $1.44 does not appear to fall within the range
of $1.71 and $10.28. In addition, reference any revisions in your response.
12. Stock Compensation, page 200
7.We have reviewed your response to prior comment 1. You disclose that during January
2022, you issued 185,000 common shares of the Company to your officers and board of
directors at a price of $1.44 per share. Additionally, you disclose that “Based on
information available to us, the low and high sales price per share of common stock for
such private transactions during the period from January 1, 2022 through July 25, 2024
was $1.71 and $10.28, respectively, on a post-reverse split basis”. Please tell us why the
price you have used to calculate the stock-based compensation fall below the low sales
prices from January 1, 2022 through July 25, 2024. Reference any revisions in your
response.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Karim Lalani