Guelph, Ontario--(Newsfile Corp. - October 1, 2025) - Zentek Ltd. (NASDAQ: ZTEK) (TSXV: ZEN) ("Zentek" or the "Company"), an intellectual property development and commercialization company, is pleased to announce its intention to complete a non-brokered private placement of up to $2,000,000 through the issuance of up to 1,886,792 units (the "Units") in the capital of the Company at a price of $1.06 per Unit (the "Offering"). Gross proceeds of the Offering will be used for working capital and general corporate purposes.
Each Unit consists of (i) one common share in the capital of the Company (each, a "Common Share"); (ii) one-half of one Common Share purchase warrant (each, a "Series A Warrant"); and (iii) one-half of one Common Share purchase warrant (each, a "Series B Warrant").
Each whole Series A Warrant entitles the holder thereof to purchase one Common Share at a price of $1.50 for a period of 24 months from the closing date of the Offering (the "Series A Expiry Date"). If at any time between the date that is four months and one day from the closing date of the Offering and the Series A Expiry Date, the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") is at least $2.00 for a period of 10 consecutive trading days, the Series A Expiry Date can be accelerated to such day that is no less than thirty days from the date notice is given by the Company of such accelerated expiry.
Each whole Series B Warrant entitles the holder thereof to purchase one Common Share at a price of $2.00 for a period of 36 months from the closing date of the Offering (the "Series B Expiry Date"). If at any time between the date that is six months from the closing date of the Offering and the Series B Expiry Date, the closing price of the Common Shares on the TSXV is at least $3.00 for a period of 10 consecutive trading days, the Series B Expiry Date can be accelerated to such day that is no less than thirty days from the date notice is given by the Company of such accelerated expiry.
Closing of the Offering is subject to receipt of all necessary corporate and regulatory approvals, including the approval of TSXV. All securities issued in connection with the Offering will be subject to a hold period of four months plus a day from the date of issuance and the resale rules of applicable securities legislation.
This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.
The Company further announces that it has granted effective October 1, 2025 to certain officers, directors, and employees of the Company, (i) stock options to acquire an aggregate of 979,000 Common Shares at a price of $1.06 per Common Share for a period of five years, vesting for officers and directors 1/3 on the date of grant, 1/3 on October 1, 2026, and 1/3 on October 1, 2027 and vesting for employees 1/4 on the date of grant, 1/4 on October 1, 2026, 1/4 on October 1, 2027, and 1/4 on October 1, 2028; and (ii) an aggregate of 779,000 restricted share units vesting on October 1, 2026. The securities issued to officers and directors of the Company are subject to a four-month hold period from the date of grant.
About Zentek Ltd.
Zentek is an ISO 13485:2016 certified intellectual property technology company focused on the research, development and commercialization of novel products seeking to give the Company's commercial partners a competitive advantage by making their products better, safer, and greener.
Zentek's patented technology platform ZenGUARD™ is shown to have enhanced viral filtration efficiency for surgical masks and HVAC (heating, ventilation, and air conditioning) systems. Zentek's ZenGUARD™ production facility is in Guelph, Ontario.
Zentek has a global exclusive license to the Aptamer-based platform technology developed by McMaster University which is being jointly developed Zentek and McMaster for both the diagnostic and therapeutic markets.
For further information:
Ryan Shacklock
Senior VP, Strategy and Business Development
Tel: (306) 270-9610
Email: rshacklock@zentek.com
To find out more about Zentek, please visit our website at www.Zentek.com. A copy of this news release and all material documents in respect of the Company may be obtained on Zentek's SEDAR+ profile at http://www.sedarplus.ca/.
Forward-Looking Statements
This news release contains forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although Zentek believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Zentek disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.
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.
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