Mr. Mohammed Jiwan reports

ZENTEK ANNOUNCES THAT ITS BROKERED LIFE OFFERING IS OVERSUBSCRIBED AND FULLY ALLOCATED

Further to the news release dated May 14, 2026, Zentek Ltd.'s previously announced best effort marketed private placement has been oversubscribed and fully allocated. Pursuant to the marketed offering, the company intends to raise gross proceeds of up to $15-million from the sale of up to 15 million units of the company at a price of $1 per unit. Red Cloud Securities Inc. is acting as sole agent and bookrunner in connection with the offering.

"The level of interest in this offering reflects the institutional confidence in the value creation path we have built across Albany graphite, ZenGUARD and Triera over the past six months," said Mohammed Jiwan, chief executive officer of Zentek. "This capital allows us to execute on the next 24 months of our plan with discipline and focus."

Each unit will consist of one common share of the company and one common share purchase warrant. Each warrant will entitle the holder thereof to purchase one common share at a price of $1.50 at any time on or before the date that is 36 months following the closing date (as herein defined).

The company has granted Red Cloud an option, exercisable in whole or in part up to 48 hours prior to the closing of the marketed offering, to sell up to an additional three million units at the offering price for additional gross proceeds of up to $3-million. The marketed offering and the securities issuable on exercise of the agent's option are collectively referred to as the offering.

Use of proceeds

As disclosed in the offering document dated May 14, 2026, the company intends to use the net proceeds from the offering for: (i) the development and derisking of the Albany graphite project, including the completion of a new preliminary economic assessment currently being prepared by Micon International Ltd., the advancement of subsequent preliminary feasibility study work, and business development activities targeting small modular reactor developers, national defence end-users and other high-intensity end-user markets for which Albany ultrahigh-purity graphite is suited; (ii) the continued commercialization of the company's ZenGUARD platform; and (iii) payment of obligations, general working capital and corporate purposes.

Listed issuer financing exemption

The units are being offered for sale to purchasers resident in the provinces of British Columbia, Alberta, Manitoba, Saskatchewan and Ontario pursuant to the listed issuer financing exemption under Part 5A of National Instrument 45-106 (Prospectus Exemptions) as amended by Coordinated Blanket Order 45-935 (Exemptions from Certain Conditions of the Listed Issuer Financing Exemption). The common shares and warrants comprising the units, and the common shares issuable on exercise of the warrants, are expected to be immediately freely tradable in accordance with applicable Canadian securities legislation if sold to purchasers resident in Canada.

The units may also be sold in the United States or to, or for the account or benefit of, U.S. persons, by way of private placement pursuant to exemptions from the registration requirements provided for under the U.S. Securities Act of 1933, as amended, and in jurisdictions outside of Canada and the United States on a private placement or equivalent basis, in each case in accordance with all applicable laws.

The offering document can be accessed under the company's profile on SEDAR+ and on the company's website. Prospective investors should read the offering document before making an investment decision.

The offering is anticipated to close on or about May 27, 2026, or such other date as the company and Red Cloud may agree. Completion of the offering is subject to certain conditions, including, but not limited to, the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

About Zentek Ltd.

Zentek is a Canadian intellectual property development and commercialization company advancing a portfolio of graphene-enabled and advanced material technologies across clean air, next-generation materials and critical minerals. The company's core platforms are Albany graphite, ZenGUARD and Triera. Albany is the company's principal critical mineral asset and is advancing toward a preliminary economic assessment targeted for completion in summer 2026.

We seek Safe Harbor.