NOT FOR DISSEMINATION IN THE UNITED STATES OR
FOR DISTRIBUTION TO U.S. NEWSWIRE SERVICES.
Guelph, ON
Zentek Ltd. (“ZEN” or the “Company”) (TSX-V:ZEN and OTC:ZENYF), is pleased to announce that, further to the news release of November 16, 2021, the Company has filed a preliminary prospectus dated November 22, 2021 in order to qualify the distribution of 5,129,944 common shares of the Company (the “Common Shares”) at a purchase price of $5.85 per Common Share (the “Offering Price”) for aggregate gross proceeds of $30,010,172 (the “Prospectus
Offering”).
Pursuant to the terms of an underwriting agreement (the “Underwriting Agreement”) between the Company and Eight Capital (“Eight”), as lead underwriter and sole bookrunner, Leede Jones Gable Inc. and Research Capital Corporation (together with Eight, the “Underwriters”), the Underwriters will purchase an aggregate of 3,419,000 of such Common Shares at the Offering Price for aggregate gross proceeds of $20,001,150, and 1,710,944 of such Common Shares will be issued to certain purchasers who have agreed to purchase the Common Shares on a non-brokered basis at the Offering Price, for gross proceeds of $10,009,022.40, which has been fully allocated.
The Company has also granted the Underwriters an over-allotment option to purchase up to an additional 512,850 Common Shares at the Offering Price for additional gross proceeds of up to $3,000,172.50 (the “Over-Allotment Option”), upon the terms and conditions set forth in the Underwriting Agreement. The Over-Allotment Option is exercisable, in whole or in part, by Eight, on behalf of the Underwriters, by giving written notice to the Company on or before a date that is not later than 30 days following the closing date and shall be exercisable to acquire Common Shares at the Offering Price.
The net proceeds from the Offerings will be used for capital expenses, research and development, acceleration of business growth opportunities and working capital. Closing of the Offering is expected to occur on or about December 8, 2021 and is subject to regulatory approval, including that of the TSX Venture Exchange.
This news release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This news release does not constitute an offer of securities for sale in the United States. The securities being offered have not been, nor will they be, registered under the United States Securities Act of 1933, as amended, and such securities may not be offered or sold within the United States absent registration under U.S. federal and state securities laws or an applicable exemption from such U.S. registration requirements.
Clarification of September 22, 2021 News Release:
ZEN would also like to clarify the news release of September 22, 2021 (the “September 22 news Release”) at the request of Health Canada. The statement shown on September 22 News Release that “approval by Heath Canada of the ZenGuard coated disposable face mask produced by Trebor Rx Corp...” is not considered appropriate and acceptable to Health Canada. It is to be clarified that the ZenGuard coated disposable face mask produced by Trebor Rx Corp received authorization from Health Canada under Interim Order authorization # 328587.
About Zentek Ltd.
Zentek is a graphene technology company focused on the research, development, and commercialization of graphene-based novel products to give our commercial partners a competitive advantage by making their products better, safer and greener.
Zentek’s patented ZenGUARD™ coating is shown to have 99% antimicrobial activity and significantly increase the bacterial and viral filtration efficiency for surgical masks and aims to do the same for HVAC filters. Zentek's ZenGUARD™ production facility is located in Guelph, Ontario.
Our second technology platform is ZenARMOR™, which is patent-pending and focused on corrosion protection applications
To find out more about Zentek Ltd., 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 www.sedar.com.
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.