Zentek Ltd. (Form: F-3, Received: 04/23/2024 17:27:44)

As filed with the Securities and Exchange Commission on April 23, 2024

Registration No.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ZENTEK LTD.

(Exact name of registrant as specified in its charter)

Ontario, Canada

(State or other jurisdiction of
incorporation or organization)

Not Applicable

(I.R.S. Employer Identification Number)

24 Corporate Ct

Guelph, Ontario N1G 5G5
(844) 730-9822

(Address and telephone number of Registrant's principal executive offices)

Cogency Global Inc.
122 East 42^nd Street, 18^th Floor

New York, NY 10168
(800) 221-0102

(Name, address, and telephone number of agent for service)

______________________

Copies to:

Daniel Nauth

Nauth LPC
217 Queen Street West, Suite 401
Toronto, Ontario, Canada

M5V 0R2

(416) 477-6031

Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.

If only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a registration statement pursuant to General Instruction I.C. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.C. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, dated April 23, 2024

Prospectus

ZENTEK LTD.

US$50,000,000

Common Shares
Warrants
Units

We may from time to time sell our common shares, warrants and units described in this prospectus in one or more offerings. The aggregate initial offering price of the securities that we may offer and sell under this prospectus will not exceed US$50,000,000. We refer to the common shares, warrants and units collectively as "securities" in this prospectus.

This prospectus provides a general description of these securities, which we may offer and sell in amounts, at prices and on terms to be determined at the time of sale and set forth in a supplement to this prospectus. Each time we sell the securities described in this prospectus, we will provide specific terms of the securities offered in a supplement to this prospectus. The prospectus supplement may also add, update or change information contained in this prospectus.

This prospectus may not be used to consummate a sale of securities unless it is accompanied by a prospectus supplement.

We may offer the securities from time through public or private transactions, and in the case of our common shares, on or off the Nasdaq Capital Market, at prevailing market prices or at privately negotiated prices. These securities may be offered and sold in the same offering or in separate offerings, to or through underwriters, dealers and agents, or directly to purchasers. The names of any underwriters, dealers, or agents involved in the sale of our securities registered hereunder and any applicable fees, commissions, discounts and over-allotment options will be described in the applicable prospectus supplement.

You should carefully read this prospectus, the applicable prospectus supplement and the documents incorporated or deemed incorporated by reference in this prospectus, before you invest in any of our securities.

Our common shares are listed on the Nasdaq Capital Market under the symbol "ZTEK." On April 22, 2024, the last reported sale price of our common shares on the Nasdaq Capital Market was US$1.08 per share.

Our principal executive office is located at 24 Corporate Ct, Guelph, Ontario, Canada N1G 5G5, and our telephone number is (844) 730-9822.

Investing in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the heading "Risk Factors" contained in this prospectus beginning on page 7, the applicable prospectus supplement, and under similar headings in the documents that are incorporated by reference into this prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is April 23, 2024

TABLE OF CONTENTS

	Page
ABOUT THIS PROSPECTUS	6
RISK FACTORS	7
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS	8
PRESENTATION OF FINANCIAL INFORMATION	9
CURRENCY AND EXCHANGE RATE INFORMATION	9
THE COMPANY	10
USE OF PROCEEDS	11
CAPITALIZATION AND INDEBTEDNESS	11
DILUTION	11
DESCRIPTION OF SHARE CAPITAL	12
DESCRIPTION OF WARRANTS	18
DESCRIPTION OF UNITS	20
CERTAIN INCOME TAX CONSIDERATIONS	20
PLAN OF DISTRIBUTION	21
EXPENSES	22
LEGAL MATTERS	23
EXPERTS	23
ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES	23
WHERE YOU CAN FIND MORE INFORMATION	23
INFORMATION INCORPORATED BY REFERENCE	24

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form F-3 that we filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this shelf registration process, using this prospectus, together with a prospectus supplement, we may sell from time to time any combination of the securities described in this prospectus in one or more offerings, up to a total dollar amount of US$50,000,000.

This prospectus provides you with a general description of the securities we may offer. Each time we offer securities under this prospectus, we will provide a prospectus supplement that will contain more specific information about the terms of that offering. The prospectus supplement may also add, update or change any of the information contained in this prospectus or in the documents that we have incorporated by reference into this prospectus.

You should carefully read this prospectus, any applicable prospectus supplement and any free writing prospectuses we have authorized for use in connection with a specific offering, together with the information incorporated herein by reference as described under the section titled "Information Incorporated by Reference," before buying any of the securities in this offering.

You should rely only on the information contained in, or incorporated by reference into, this prospectus and the applicable prospectus supplement, along with the information contained in any free writing prospectuses we have authorized for use in connection with a specific offering. We have not authorized anyone to provide you with different or additional information. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.

The information appearing in this prospectus, any applicable prospectus supplement and any related free writing prospectus is accurate only as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, the applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described under the section titled "Where You Can Find More Information."

This prospectus and the documents incorporated by reference herein contain references to trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus and the documents incorporated by reference herein may appear without the ^® or ^TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to such trademarks and trade names. We do not intend our use or display of other entities' trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other entities.

Unless the context indicates otherwise, as used in this prospectus, the terms "us," "our," "Zentek," "we," the "Company" and similar designations refer to Zentek Ltd. and, where appropriate, its consolidated subsidiaries.

RISK FACTORS

Investing in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should carefully consider the risks and uncertainties described under the heading "Risk Factors" contained in the applicable prospectus supplement and any related free writing prospectus, and described under the section titled "Risk Factors" contained in our most recent Annual Information Form attached as an Exhibit to our most recent Annual Report on Form 40-F filed with the SEC, as well as any amendments thereto reflected in our subsequent filings with the SEC which are incorporated by reference into this prospectus, together with other information in this prospectus, the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering.

The risks described in these documents are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could be materially adversely affected. This could cause the trading price of our securities to decline, resulting in a loss of all or part of your investment. Please also carefully read the section titled "Special Note Regarding Forward-Looking Statements."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated into this prospectus contain "forward-looking statements" and "forward-looking information" within the meaning of applicable securities laws (forward-looking information and forward-looking statements being collectively hereinafter referred to as "forward-looking statements"). Such forward-looking statements are based on expectations, estimates and projections as at the date of this prospectus or the dates of the documents incorporated by reference herein, as applicable. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance are not statements of historical fact and may be forward-looking statements. The words "anticipate," "believe," "budget," "can," "contemplate," "continue," "could," "estimate," "expect," "forecast," "future," "intend," "may," "might," "plan," "possible," "potential," "predict," "project," "schedule," "should," "target," "will," "would," or the negative or variations of such terms or other similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

These forward-looking statements include, but are not limited to, statements and information concerning:

our intentions, plans, goals, strategies, future growth and future actions;

our market position, ability to compete and future financial or operating performance;

anticipated developments in operations;

the timing and amount of funding required to execute our development and business plans;
requirements for additional capital;

our projected intellectual property, exploration and development expenditures;

the effect on our business of any changes to existing legislation or policy;

the length of time required to obtain permits, certifications and approvals;

the markets for our products and our ability to supply those markets;
demand and market outlook;

environmental risks;

the availability of labor;

estimated budgets;

the timing and outcome of litigation;

the timing and outcome of regulatory and permitting matters;
limitations of insurance coverage; and
the adequacy of our financial resources.

Forward-looking statements are based on current expectations and beliefs of our management, as well as on assumptions, which our management believes to be reasonable based on information available at the time such statements were made. However, by their nature, forward-looking statements are inherently uncertain and involve known and unknown risks, uncertainties and other factors (some of which are beyond our control) that may cause the actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, without limitation, those risks and uncertainties outlined under the heading "Risk Factors" and elsewhere in this prospectus, the applicable prospectus supplement, and the documents incorporated by reference into this prospectus.

The lists of risk factors set forth in the aforementioned documents are not exhaustive. It is not possible to predict or identify all risks, and there may be additional risks that we consider immaterial or which are unknown.

We do not undertake any obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

For all of these reasons, you should not place undue reliance on forward-looking statements.

All forward-looking statements included in or incorporated by reference into this prospectus are qualified by the foregoing cautionary statements.

PRESENTATION OF FINANCIAL INFORMATION

We present our financial statements in Canadian dollars. Our financial year (which we also refer to as our fiscal year) ends on March 31 of each year.

Our annual consolidated financial statements are prepared in accordance with International Financial Reporting Standards , or IFRS, as issued by the International Accounting Standards Board, or IASB, and our condensed interim consolidated financial statements are prepared in accordance with IFRS as issued by the IASB applicable to the preparation of interim financial statements, including International Accounting Standard 34 —Interim Financial Reporting. As a result, certain financial information included in or incorporated by reference in this prospectus may not be comparable to financial information prepared by companies in the United States reporting under generally accepted accounting principles in the United States. Certain calculations included in tables and other figures in this prospectus or the documents incorporated by reference herein have been rounded for clarity of presentation.

CURRENCY AND EXCHANGE RATE INFORMATION

This prospectus contains references to United States dollars and Canadian dollars. All references to "US$" in this prospectus are to United States dollars and all references to "C$" are to Canadian dollars.

The following table sets forth, for each of the periods indicated, the high, low and average exchange rates, and the exchange rate at the end of the period, for US$1.00 into the Canadian dollar equivalent, based on the indicative exchange rate as reported by the Bank of Canada:

	Nine months ended December 31,		Year ended March 31,
	2023	2022	2023	2022
High	C$1.3875	C$1.3856	C$1.3856	C$1.2942
Low	C$1.3128	C$1.2451	C$1.2451	C$1.2040
Average	C$1.3487	C$1.3130	C$1.3230	C$1.2536
Rate at end of period	C$1.3226	C$1.3544	C$1.3533	C$1.2496

On April 22, 2024, the exchange rate for United States dollars expressed in terms of the Canadian dollar, as reported by the Bank of Canada, was US$1.00 = C$1.3715.

THE COMPANY

We are an emerging high-tech nano-graphite and graphene materials company. Our current focus is to bring to market innovative products including surgical masks and heating, ventilation, and air conditioning, or HVAC, filters with our ZenGUARD^TM coating, and continue to develop potential pharmaceutical products based on our patent-pending graphene-based compound.

We were incorporated under the Business Corporations Act (Ontario), or the OCBA, as a numbered company in July 2008, and have undergone several name changes, the most recent of which was the changing of our name from "ZEN Graphene Solutions Ltd." to "Zentek Ltd." on October 28, 2021.

We originally commenced operations as a junior mineral exploration company focused primarily on mineral deposits in Northern Ontario, Canada. In May 2018, we began to focus our resources on the research and development of graphene and related applications, and we opened a research facility in Guelph, Ontario, Canada, in February 2020, to support our university and industrial partners' ongoing research and to scale-up production of graphene products. Subsequently, the COVID-19 pandemic halted research at our collaborators' laboratories, and we pivoted towards focusing our resources to develop graphene-based solutions for the fight against COVID-19.

In September 2020, we announced the development and successful testing of a GO/silver compound that showed effectiveness against the COVID-19 virus after application of the coating to N95 mask material. In December 2020, we announced the successful testing of the GO/silver compound that showed effectiveness against both gram-positive and gram-negative aerobic bacteria as well as against fungus/yeast. We filed two provisional patent applications relating to our antimicrobial coating, and in April 2021, announced the brand name ZenGUARD™ for such coating. In December 2022, our patent application directed to the ZenGUARD^™ technology for use on personal protective equipment, and HVAC filters, was granted with a term expiring in September 2041.

The Company is now an intellectual property development and commercialization company focused primarily on commercializing ZenGUARD™, as well as on the development of certain aptamer technologies and other nanomaterials-based technologies.

Our ZenGUARD^TM production facility is located in Guelph, Ontario, Canada.

Our common shares are listed in the United States on the Nasdaq Capital Market under the symbol "ZTEK," and in Canada on the TSX Venture Exchange under the symbol "ZEN."

Additional information regarding us and our business are set in our most recent Annual Information Form attached as an Exhibit to our most recent Annual Report on Form 40-F filed with the SEC and our most recent Management's Discussion and Analysis attached as an Exhibit to our Report of Foreign Private Issuer on Form 6-K furnished with the SEC, and in each case incorporated by reference into this prospectus.

Our website address is https://www.zentek.com. We do not incorporate the information on or accessible through our website into this prospectus or any prospectus supplement, and you should not consider any information on, or that can be accessed through, our website as part of this prospectus or any prospectus supplement. Our website address is included in this prospectus as an inactive textual reference only.

USE OF PROCEEDS

Unless we specify otherwise in the applicable prospectus supplement, we expect to use the net proceeds from the sale of the securities under this prospectus for working capital and other general corporate purposes, including funding ongoing operation and/or capital requirements, reducing the level of indebtedness outstanding from time to time, discretionary capital programs and potential future acquisitions. However, we currently have no present agreements or commitments for any such acquisitions.

We have not determined the amount of net proceeds to be used specifically for such purposes. As a result, our management will retain broad discretion over the allocation of net proceeds.

We will set forth in the applicable prospectus supplement our intended use for the net proceeds received from the sale of any securities.

CAPITALIZATION AND INDEBTEDNESS

Our capitalization and indebtedness will be set forth in a prospectus supplement to this prospectus or in a Report of Foreign Private Issuer on Form 6-K subsequently furnished to the SEC and specifically incorporated herein by reference.

DILUTION

To the extent required, information regarding the amount and percentage of immediate dilution resulting from any offering of securities made pursuant to this prospectus will be provided by a prospectus supplement.

DESCRIPTION OF SHARE CAPITAL

Common Shares

We are authorized to issue an unlimited number of common shares, without par value, of which, a total of 100,819,577 shares were issued and outstanding as at March 31, 2023, a total of 100,759,977 shares were issued and outstanding as at April 23, 2024.

Each common share entitles the holder thereof to receive notice of any meetings of the shareholders of the Company, to attend, and to cast one vote per common share at all such meetings. Holders of common shares do not have cumulative voting rights with respect to the election of directors. Accordingly, holders of a majority of the common shares entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common shares are entitled to receive, on a pro rata basis, such dividends if any, as and when declared by our board of directors at its discretion from funds legally available therefor and, upon our liquidation, dissolution, or winding up, are entitled to receive, on a pro rata basis, our net assets. Our common shares do not carry any pre-emptive, subscription, redemption, retraction, or conversion rights, nor do they contain any sinking or purchase fund provisions.

Share Purchase Warrants

We had no share purchase warrants outstanding as at March 31, 2023, December 31, 2023, and April 23, 2024.

Options

As at December 31, 2023, there were options to purchase an aggregate of 7,398,334 of our common shares outstanding with a weighted average exercise price of C$2.45, and a weighted average remaining contractual life of 2.13 years. Of the foregoing options, options to purchase an aggregate of 6,491,667 shares, with a weighted average exercise price of C$2.44, were exercisable as at December 31, 2023.

Changes to Our Share Capital

Subsequent to Nine Months Ended December 31, 2023

Subsequent to December 31, 2023 and as of April 22, 2024, we repurchased, and subsequently cancelled 99,600 of our common shares at a cost of C$153,129.

Nine Months Ended December 31, 2023

During the nine months ended December 31, 2023, we issued 1,527,696 common shares in connection with the exercise of 2,000,000 options. During the same period, we also repurchased, and subsequently cancelled, 205,100 of our common shares at a cost of C$346,353.

Fiscal Year Ended March 31, 2023

During the year ended March 31, 2023, we issued 285,924 common shares in connection with the exercise of 348,333 options.

Fiscal Year Ended March 31, 2022

During the fiscal year ended March 31, 2022, we completed the following share capital transactions:

On April 8, 2021, we completed a private placement in which a total of 1,735,199 units were issued at C$2.50 per unit for gross proceeds of C$4,337,998. Each unit consisted of one common share and one-half of one common share purchase warrant with each whole warrant exercisable at C$3.00 for a period of two years. Unit issue costs associated with this private placement totaled C$102,343 of which C$38,979 was settled through the issuance of 15,592 shares.

A total of 673,333 common shares were issued upon exercise of 673,333 share options at exercise prices ranging from C$0.40 to C$0.72 per option for total proceeds of C$406,967.

A total of 4,256,064 common shares were issued upon exercise of 4,256,064 warrants at exercise prices ranging from C$0.50 to C$3.00 per warrant for total proceeds of C$4,865,994.

On December 9, 2021, we issued 19,157 common shares at an agreed upon price of C$2.61 per common share as partial settlement for a license agreement allowing us to be the global commercializing partner for an aptamer-based, SATS-CoV-2, rapid detection technology.

On January 4, 2022, we completed a bought-deal prospectus for gross proceeds of C$23,005,060 and a concurrent non-brokered private placement for gross proceeds of C$10,009,022. Pursuant to these offerings, we issued a total of 6,348,864 common shares at a price of C$5.20 per common share.

Fiscal Year Ended March 31, 2021

During the year ended March 31, 2021, we completed the following share capital transactions:

On June 26, 2020 and July 6, 2020, in a private placement, a total of 3,416,666 units were issued at C$0.60 per unit for gross proceeds of C$2,050,000. Each unit consisted of one common share and one-half of one common share purchase warrant with each whole warrant exercisable at C$0.80 for a period of two years.

On August 19, 2020, pursuant to a shares for debt agreement, we issued 115,711 common shares to a trade creditor at a variable agreed upon price of between C$0.34 and C$0.59 per common share in settlement of various amounts owing.

A total of 653,333 common shares were issued upon exercise of 653,333 stock options at exercise prices ranging from C$0.40 to C$0.72 per option for total proceeds of C$370,866.

A total of 1,608,348 common shares were issued upon exercise of 1,608,348 warrants at exercise prices ranging from C$0.50 to C$0.80 per warrant for total proceeds of C$995,493.

Our Articles of Association

We were incorporated under the OBCA as a numbered company on July 29, 2008 as 1774119 Ontario Limited.

Pursuant to Articles of Amendment dated November 24, 2009, we changed our name from "1774119 Ontario Limited" to "Zenyatta Ventures Ltd."

Pursuant to Articles of Amendment dated January 1, 2019, we changed our name from "Zenyatta Ventures Ltd." to "ZEN Graphene Solutions Ltd." Pursuant to a Certificate of Amendment dated October 28, 2021, we changed our name from "Zen Graphene Solutions Ltd" to our current name, "Zentek Ltd."

The following is a summary of certain key provisions of our constating documents and certain related sections of the OBCA. This is only a summary and is not intended to be exhaustive. For further information please refer to the full version of our constating documents attached as exhibits to the registration statement of which this prospectus is a part.

Register, Entry Number and Purposes

Our original Articles of Incorporation became effective on July 29, 2008, with the latest amendment thereto having become effective on October 28, 2021. Our corporation number in Ontario is 1774119. Our Articles of Incorporation, as amended to date, or collectively, our Articles, do not contain a statement of our objects and purposes. Our Articles provide in Section 5 thereof, that there shall be no restrictions on the business we may carry on or on the powers we may exercise.

Board of Directors

Pursuant to our By-Law No. 1, or our Bylaws, and the OBCA, a director or officer who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to, a material contract or proposed material contract with the Company, shall disclose the nature and extent of his interest at the time and in the manner provided by the OBCA. Any such contract or proposed contract shall be referred to our board of directors or shareholders for approval even if such contract is one that in the ordinary course of the Company's business would not require approval by our board of directors or shareholders, and a director interested in a contract so referred to our board of directors shall not vote on any resolution to approve the same except as provided by the OBCA.

Our directors shall be paid such remuneration for their services as directors as may from time to time be fixed by our board of directors. Directors are not precluded from serving the Company in any other capacity and receiving remuneration therefor, subject to certain director independence requirements in accordance with applicable laws. Any remuneration so payable to a director who is also an officer or employee of the Company or who is counsel or solicitor to the Company or otherwise serves the Company in a professional capacity, shall be in addition to his or her salary as such officer or to his or her professional fees, as the case may be. The directors shall also be paid such sums in respect of their out-of-pocket expenses incurred in attending board, committee or shareholders' meetings or otherwise in respect of the performance by them of their duties as our board of directors may from time to time determine.

Neither our Articles nor Bylaws require an independent quorum for voting on director compensation. A director is not required to hold shares of the Company. There is no age limit requirement respecting the retirement or non-retirement of directors.

The directors may sign the name and on behalf of the Company, or appoint any officer or officers or any other person or persons on behalf of the Company either to sign on behalf of the Company, all instruments in writing and any instruments in writing so signed shall be binding upon the Company without further authorization or formality. Nothing in our Bylaws limits or restricts the borrowing of money by the Company on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Company.

Rights, Preferences and Restrictions Attaching to Each Class of Shares

We currently have one class of shares, being our common shares, without par value. Each common share entitles the holder thereof to receive notice of any meetings of the shareholders of the Company, to attend, and to cast one vote per common share at all such meetings. Holders of common shares do not have cumulative voting rights with respect to the election of directors. Accordingly, holders of a majority of the common shares entitled to vote in any election of directors may elect all of the directors standing for election. Holders of common shares are entitled to receive, on a pro rata basis, such dividends if any, as and when declared by our board of directors at its discretion from funds legally available therefor and, upon our liquidation, dissolution, or winding up, are entitled to receive, on a pro rata basis, our net assets. Our common shares do not carry any pre-emptive, subscription, redemption, retraction, or conversion rights, nor do they contain any sinking or purchase fund provisions.

Annual and Special Shareholders' Meetings

The OBCA provides that the directors of a corporation shall call an annual meeting of shareholders not later than 15 months after holding the last preceding annual meeting. The OBCA also provides that, in the case of an offering corporation, the directors shall place before each annual meeting of shareholders, the financial statements required to be filed under the Securities Act (Ontario) and the regulation thereunder relating to the period that began immediately after the end of the last completed financial year and ended not more than six months before the annual meeting and the immediately preceding financial year, if any.

Pursuant to our Bylaws, our annual meeting of the shareholders may be at any place in or outside Ontario, Canada as our directors determine or, in the absence of such determination, at the place where our registered office is located, at such time and on such day in each year as our board of directors, the chairman of our board of directors, if any, or any officer who is also a director, may from time to time determine, for the purpose of hearing and receiving the reports and financial statements required by the OBCA to be read at and laid before the shareholders at an annual meeting, electing directors, appointing, if necessary, the auditor, fixing or authorizing the board to fix the auditor's remuneration, and for the transaction of such other business as may properly be brought before the meeting.

Our directors may at any time call a special meeting of our shareholders to be held at such time and at such place in or outside Ontario, Canada as may be determined by the directors.

Notice of the date, time and location of each meeting of shareholders must be given not less than 21 days or more than 50 days before the date of each meeting to each shareholder who at the close of business on the record date for notice is entered in the securities register as the holder of one or more shares carrying the right to vote at the meeting. In addition, as the Company is a reporting issuer under Canadian securities laws, the Company is subject to the proxy solicitation requirements under National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer, which prescribes, among other things, (i) notification of meeting and record dates at least 25 days before the record date, (ii) establishment of a record date no fewer than 30 and no more than 60 days before the meeting date, and (iii) delivery of proxy-related materials at least 21 days before the meeting date, except where the Company uses notice-and-access (in which case, notices and delivery would be subject to such notice-and-access timelines) and/or abridges the prescribed timelines (where available).

Notice of a special meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of the nature of that business in sufficient detail to permit the shareholder to form a reasonable judgment thereon, and the text of any special resolution or by-law to be submitted to the meeting. A meeting of shareholders may be held at any time without notice if all shareholders entitled to vote thereat are present in person or represented by proxy or has waived notice and if the auditor, if any, is present or have waived such notice, and at such meeting any business may be transacted which the Company at a special meeting of the shareholders may transact.

The only persons entitled to be present at a meeting of shareholders are those entitled to vote, the directors of the Company and the auditor of the Company. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting. In circumstances where a court orders a meeting of shareholders, the court may direct how the meeting may be held, including who may attend the meeting.

Limitations on Rights to Own Securities

No share may be issued until it is fully paid.

Neither Canadian law nor our Articles or Bylaws limit the right of a non-resident to hold or vote our common shares, other than as provided in the Investment Canada Act, or the ICA.The ICA requires any person that is non-Canadian (as defined in the ICA) who acquires "control" (as defined in the ICA) of an existing Canadian business to file a pre-closing application for review or notification with Innovation, Science and Economic Development Canada.

An acquisition of control is a reviewable transaction where prescribed financial thresholds are exceeded. For example, a direct acquisition of control of a Canadian business (outside of the cultural sector) by a non-Canadian that is controlled by nationals of a specified trade agreement state (the European Union, the United States, Mexico, Australia, Brunei, Chile, Colombia, Honduras, Japan, Malaysia, New Zealand, Panama, Peru, Singapore, South Korea, the United Kingdom or Vietnam), or a sale of a Canadian business when it is controlled by nationals of these nations, is subject to mandatory pre-closing review if the enterprise value of the Canadian business is C$1.931 billion or more. For investments by investors controlled by nationals of a World Trade Organization, or WTO, member state that is not a trade agreement state, the direct acquisition of control of a Canadian business, or the sale of a Canadian business controlled by a WTO investor, is subject to mandatory pre-closing review if the enterprise value of the Canadian business is C$1.287 billion or more. Different review thresholds apply if the investor and seller are not WTO nationals or if the investor is a state-owned enterprise, or if there is an acquisition of a Canadian cultural business. In these situations, much lower thresholds apply and are based on the total worldwide book value assets of the Canadian business, rather than its enterprise value. The ICA generally prohibits the implementation of a reviewable transaction unless, after review, the relevant minister is satisfied that the acquisition is likely to be of a net benefit to Canada.

Where the acquisition of control of a Canadian business by a non-Canadian does not meet the prescribed review thresholds, the investor is required to file a notification no later than 30 days after the completion of the transaction.

A non-Canadian would be deemed to acquire control of the Company for purposes of the ICA if he or she acquired a majority of our common shares. The acquisition of less than a majority, but at least one-third of the shares, would be presumed to be an acquisition of control of the Company, unless it could be established that the Company is not controlled in fact by the acquirer through the ownership of the shares.

Certain transactions involving our common shares would be exempt from the ICA, including:

an acquisition of the shares if the acquisition were made in the ordinary course of that person's business as a trader or dealer in securities;

an acquisition of control of the Company in connection with the realization of a security interest granted for a loan or other financial assistance and not for any purpose related to the provisions of the ICA; and

an acquisition of control of the Company by reason of an amalgamation, merger, consolidation or corporate reorganization, following which the ultimate direct or indirect control in fact of the Company, through the ownership of voting interests, remains unchanged.

Under the national security regime in the ICA, the Canadian federal government may undertake a discretionary review of a broader range of investments by a non-Canadian to determine whether such investments by a non-Canadian could be "injurious to national security." Review on national security grounds is at the discretion of the Canadian federal government and may occur on a pre- or post-closing basis.

Procedures to Change the Rights of Shareholders

In order to change the rights of our shareholders with respect to certain fundamental changes as described in Section 168 of the OBCA, the Company would need to amend our Articles to effect the change. Such an amendment would require the approval of holders of two-thirds of the votes of our common shares, and any other shares carrying the right to vote at any general meeting of our shareholders, cast at a duly called special meeting. The OBCA also provides that a sale, lease or exchange of all or substantially all of the property of a corporation other than in the ordinary course of business of the corporation likewise requires the approval of the shareholders at a duly called special meeting. For such fundamental changes and sale, lease and exchange, a shareholder is entitled under the OBCA to dissent in respect of such a resolution amending the articles and, if the resolution is adopted and the Company implements such changes, demand payment of the fair value of the shareholder's common shares.

Impediments to a Change of Control

The take-over bid regime in Canada is governed by, among other things, National Instrument 62-104 - Take-Over Bids and Issuer Bids, or NI 62-104. Under NI 62-104, a "take-over bid" is defined as an offer to acquire the outstanding voting securities or equity securities of a class made to one or more persons or companies in a jurisdiction of Canada (also referred to as a local jurisdiction) or whose last address on the books of the target company is in the local jurisdiction, where the securities subject to the offer, together with the offeror's securities, constitute 20% or more of the outstanding securities of the class.

Pursuant to NI 62-104, all non-exempt take-over bids are required to abide by certain technical requirements, including:

(1) Initial Deposit Period - The offer must remain open for an initial deposit period of at least 105 days from the date of the bid. A shorter initial deposit period (not less than 35 days from the date of the bid) is available in circumstances where a target company issues a deposit period news release in respect of a proposed or commenced take-over bid. In this circumstance, an outstanding or subsequent competing take-over bid may avail itself of the shorter deposit period specified in the bid referred to in the deposit period news release. A shorter initial deposit period (of at least 35 days from the date of the bid) is also available in the case of an outstanding or subsequent competing bid in circumstances where a target company issues a news release announcing its intention to effect a negotiated alternative transaction.

(2) Minimum Tender Requirement - An offeror may not take up securities under the terms of its take-over bid unless the bid has met a minimum tender requirement consisting of more than 50% of the outstanding securities of the class that are subject to the bid (excluding securities beneficially owned, or over which control or direction is exercised by the offeror or by any person acting jointly or in concert with the offeror) having been deposited under the bid and not withdrawn

(3) Mandatory 10-day extension period - If, at the end of the initial deposit period, an offeror is obligated to take up securities deposited under the terms of a take-over bid, the offeror must extend the period during which securities may be deposited under the period of the bid for a mandatory 10-day extension period and promptly issue a news release announcing that, among other things, the minimum tender requirement has been satisfied, the number of securities deposited and not withdrawn as at the expiry of the initial deposit period and the period during which securities may be deposited under the bid has been extended for the mandatory ten-day extension period.

(4) Equal Treatment - The take-over bid rules require that all holders of the same class of securities be offered identical consideration (or an identical choice of consideration). If a bidder increases the consideration to be paid for the securities during a take-over bid, this consideration must be increased for all shareholders, even if the bidder has already taken up and paid for some shares. The bidder (and anyone acting jointly or in concert with the bidder) is prohibited from entering into any collateral agreements or understanding that will (directly or indirectly) provide a shareholder of the target company with consideration of greater value than that paid or payable to other shareholders of the same class, subject to certain exemptions.

In addition to NI 62-104, there are also further regulations and guidance (including certain disclosure requirements) provided pursuant to National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, or NI 62-103, National Policy 62-202 - Take-Over Bids - Defensive Tactics, National Policy 62-203 - Take-Over Bids and Issuer Bids, and applicable exchange rules.

Shareholder Ownership Disclosure Threshold in Bylaws

Neither our Articles nor our Bylaws contain a provision governing the ownership threshold above which shareholder ownership must be disclosed. Pursuant to Canadian securities legislation, an Early Warning Report and an Insider Report must be filed if a shareholder obtains ownership on a partially diluted basis of 10% or greater of our issued and outstanding common shares.

Special Conditions for Changes in Capital

The conditions imposed by our Articles are not more stringent than required under the OBCA.

Transfer Agent and Registrar

The transfer agent and registrar for our common shares is TSX Trust Company.

Listing

Our common shares are listed on the Nasdaq Capital Market under the symbol "ZTEK."

Our common shares are also listed in Canada on the TSX Venture Exchange under the symbol "ZEN."

DESCRIPTION OF WARRANTS

General

We may issue warrants to purchase our common shares. The warrants may be issued independently or together with common shares offered by this prospectus and may be attached to or separate from those common shares.

While the terms we have summarized below will apply generally to any warrants we may offer under this prospectus, we will describe the particular terms of any warrants that we may offer in more detail in the applicable prospectus supplement. The terms of any warrants we offer under a prospectus supplement may differ from the terms we describe below, and you should refer to the applicable prospectus supplement for the specific terms of any warrants that we offer.

We may issue the warrants under a warrant agreement, which we will enter into with a warrant agent to be selected by us. Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the common shares purchasable upon exercise of, its warrants.

We may issue warrants in such numerous distinct series as we determine.

We will incorporate by reference into the registration statement of which this prospectus forms a part the form of warrant agreement, including a form of warrant certificate, which describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read the applicable prospectus supplements related to the warrants that we sell under this prospectus, as well as the complete warrant agreements that contain the terms of the warrants.

We will set forth in the applicable prospectus supplement the terms of the warrants in respect of which this prospectus is being delivered, including, when applicable, the following:

the designation of the warrants;

the aggregate number of the warrants;

the price or prices at which the warrants will be issued;

the designation, number, and terms of common shares purchasable upon exercise of the warrants, and procedures that will result in the adjustment of those numbers;

the date, if any, on and after which the warrants and the related common shares will be separately transferable;

the price at which each common share purchasable upon exercise of the warrants may be purchased;

the date on which the right to exercise the warrants will commence and the date on which such right will expire;

the minimum or maximum amount of the warrants that may be exercised at any one time;

whether such warrants are to be issued in registered form, "book-entry only" form, bearer form or in the form of temporary or permanent global securities and the basis of exchange, transfer and ownership thereof;
whether such warrants will be listed on any securities exchange;

the effect of any merger, consolidation, sale, or other disposition of our business on the warrant agreement and the warrants;

any other terms of the warrants, including terms, procedures, and limitations relating to the transferability;

the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;

certain material income tax consequences of holding or exercising the warrants; and

any other material terms and conditions of the warrants.

Until any warrants are exercised, holders of the warrants will not have any rights of holders of the underlying common shares, including any rights to receive dividends or to exercise any voting rights.

DESCRIPTION OF UNITS

We may, from time to time, issue units comprised of one or more of the other securities described in this prospectus in any combination. A prospectus supplement will describe the specific terms of the units offered under that prospectus supplement, and any special considerations applicable to investing in those units. You must look at the applicable prospectus supplement and any applicable unit agreement for a full understanding of the specific terms of any units. We will incorporate by reference into the registration statement of which this prospectus is a part the form of unit agreement, including a form of unit certificate, if any, that describes the terms of the series of units we are offering before the issuance of the related series of units. While the terms we have summarized below will generally apply to any future units that we may offer under this prospectus, we will describe the particular terms of any series of units that we may offer in more detail in the applicable prospectus supplement and incorporated documents. The terms of any units offered under a prospectus supplement may differ from the terms described below.

We may issue units consisting of common shares, warrants or any combination thereof. Each unit will be issued so that the holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at any time, or at any time before a specified date.

We will describe in the applicable prospectus supplement and any incorporated documents the terms of the series of units, including the following:

the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances those securities may be held or transferred separately;

any unit agreement under which the units will be issued; and

any provisions for the issuance, payment, settlement, transfer, or exchange of the units or of the securities comprising the units.

The provisions described in this section, as well as those described under "Description of Share Capital-Common Shares" and "Description of Warrants" will apply to each unit and to any common shares or warrant included in each unit, respectively.

We may issue units in such amounts and in such numerous distinct series as we determine.

Each unit agent will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units. A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit, without the consent of the related unit agent or the holder of any other unit, may enforce by appropriate legal action its rights as holder under any security included in the unit.

CERTAIN INCOME TAX CONSIDERATIONS

Owning any of the securities may subject holders to tax consequences. The applicable prospectus supplement may describe certain material Canadian federal income tax considerations generally applicable to investors described therein of the acquisition, ownership and disposition of any securities offered thereunder. The applicable prospectus supplement may describe certain U.S. federal income tax considerations generally applicable to investors described therein who are U.S. persons (within the meaning of the U.S. Internal Revenue Code, as amended) of the acquisition, ownership and disposition of any securities offered thereunder. Prospective investors should consult their own tax advisors prior to deciding to purchase any of the securities.

PLAN OF DISTRIBUTION

We may sell the securities offered hereby from time to time pursuant to underwritten public offerings, negotiated transactions, block trades or a combination of these methods. We may sell the securities to or through one or more underwriters or dealers (acting as principal or agent), through agents, or directly to one or more purchasers. We may distribute the securities from time to time in one or more transactions:

at a fixed price or prices, which may be changed;

at market prices prevailing at the time of sale;

at prices related to such prevailing market prices; or

at negotiated prices.

We may directly solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of our securities.

If we utilize a dealer in the sale of the securities being offered by this prospectus, we will sell the securities to the dealer, as principal. The dealer may then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.

If we utilize an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with the underwriter at the time of sale and provide the name of any underwriter in the prospectus supplement that the underwriter will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities to or through dealers, and the underwriter may compensate those dealers in the form of discounts, concessions or commissions.

We will provide in the applicable prospectus supplement any compensation we pay to underwriters, dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters, dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required to make in respect thereof.

An underwriter may engage in over-allotment, stabilizing transactions, short covering transactions and penalty bids in accordance with applicable securities laws. Over-allotment involves sales in excess of the offering size, which creates a short position. Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in the open market after the distribution is completed to cover short positions. Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the prices of the securities to be higher than they would otherwise be. The underwriters may engage in these activities on any exchange or other market in which the securities may be traded. If commenced, the underwriters may discontinue these activities at any time. The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.

The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business.

EXPENSES

The following table sets forth an estimate of the fees and expenses payable by us in connection with the issuance and distribution of the securities being registered hereby, other than underwriting discounts and commissions. All the amounts shown, except for the SEC registration fee and FINRA filing fee, are estimates:

SEC Registration Fee	US$	7,380
FINRA Filing Fee		*
Legal Fees and Expenses		*
Accountants' Fees and Expenses		*
Transfer Agent and Registrar Fees and Expenses		*
Printing Costs		*
Miscellaneous		*
Total	US$	*

* These fees are calculated based on the type of securities offered and the number of issuances and accordingly, cannot be estimated at this time. An estimate of the aggregate expenses in connection with the sale and distribution of securities being offered will be included in the applicable prospectus supplement or as an exhibit to a Report of Foreign Private Issuer on Form 6-K that is incorporated by reference into this prospectus.

LEGAL MATTERS

The validity of the securities that may be offered by this prospectus and certain other matters relating to Canadian law will be passed upon for us by Irwin Lowy LLP. Certain other legal matters relating to United States law will be passed upon for us by Nauth LPC.

Additional legal matters may be passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.

EXPERTS

The consolidated financial statements as of March 31, 2023 and 2022 and for each of the two years in the period ended December 31, 2023 incorporated by reference in this prospectus have been so incorporated in reliance on the report of BDO Canada LLP, an independent registered public accounting firm, incorporated herein by reference, given on the authority of said firm as experts in auditing and accounting. The report on the consolidated financial statements contains an explanatory paragraph regarding the Company’s ability to continue as a going concern. BDO Canada LLP is independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the SEC and the Public Company Accounting Oversight Board on auditor independence.

BDO Canada LLP is located at 1100 Royal Centre, 1055 West Georgia Street, P.O. Box 11101, Vancouver, British Columbia V6E 3P3.

ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

We are a corporation incorporated under and governed by the OBCA. Most of our directors and officers, and some of the experts named in this prospectus, are residents of Canada or otherwise reside outside the United States, and all or a substantial portion of their assets, and our assets, are located outside the United States. It may be difficult for investors who reside in the United States to effect service of process upon these persons in the United States, or to enforce a United States court judgment predicated upon the civil liability provisions of the U.S. federal securities laws against us or any of these persons. There is substantial doubt whether an action could be brought in Canada in the first instance predicated solely upon U.S. federal securities laws.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-3 under the Securities Act with respect to the securities described in this prospectus.

This prospectus, filed as a part of the registration statement, does not contain all of the information set forth in the registration statement. The registration statement includes and incorporates by reference additional information and exhibits. Statements made in this prospectus concerning the contents of any contract, agreement or other document filed as an exhibit to the registration statement are summaries of all of the material terms of such contracts, agreements or documents, but do not repeat all of their terms. Reference is made to each such exhibit for a more complete description of the matters involved and such statements shall be deemed qualified in their entirety by such reference. The SEC maintains a website at http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC. For further information pertaining to the securities offered by this prospectus and us, reference is made to the registration statement.

We are subject to the information and periodic reporting requirements of the Exchange Act, and we file annual reports on Form 40-F, reports on Form 6-K, and other information with the SEC. These periodic reports and other information are available for inspection and copying at the SEC's public reference facilities and the website of the SEC referred to above. As a "foreign private issuer," we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements to shareholders. In addition, as a "foreign private issuer," our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.

INFORMATION INCORPORATED BY REFERENCE

The SEC allows us to "incorporate by reference" certain information into this document prior to the completion of this offering. This means that we can disclose important information to you by referring you to another document that we have filed or furnished separately with the SEC. The information incorporated by reference is considered a part of this prospectus and you should read that information carefully. Certain information in this prospectus supersedes information incorporated by reference that we filed or furnished with the SEC prior to the date of this prospectus. Certain information that we file or furnish later with the SEC will automatically update and supersede the information in this prospectus. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.

We hereby incorporate by reference into this prospectus, the following documents that we have filed or furnished with the SEC:

our Annual Report on Form 40-F for the fiscal year ended March 31, 2023, filed with the SEC on June 30, 2023, which includes (i) our Annual Information Form for the fiscal year ended March 31, 2023, (ii) our consolidated financial statements as at, and for the years ended, March 31, 2023 and 2022, (iii) our Management's Discussion and Analysis for the year ended March 31, 2023;
our Report of Foreign Private Issuer on Form 6-K furnished with the SEC on February 13, 2024, which includes (i) our unaudited condensed interim consolidated financial statements as of, and for the three and nine months ended, December 31, 2023, and (ii) our Management's Discussion and Analysis for the three and nine months ended December 31, 2023; and
our Registration Statement on Form 40-F filed with the SEC on February 25, 2022, that contains a description of our common shares, and any amendments or reports filed updating such description.

In addition, all annual reports on Form 40-F, Form 20-F or Form 10-K that we file with the SEC pursuant to the Securities Exchange Act of 1934, or the Exchange Act, after the initial filing date of the registration statement of which this prospectus forms a part and prior to the termination of the offering, shall be deemed to be incorporated by reference into this prospectus. Also, we may incorporate by reference future reports on Form 6-K that we furnish subsequent to the date of this prospectus by stating in those Form 6-Ks that they are being incorporated by reference into this prospectus.

Any statement contained in this prospectus or a document incorporated or deemed to be incorporated by reference herein or therein shall be deemed to be modified or superseded for the purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed or furnished document which also is or is deemed to be incorporated by reference herein modifies or supersedes that prior statement. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so modified or superseded shall not be considered in its unmodified or superseded form to constitute a part of this prospectus, except as so modified or superseded.

We will provide, free of charge, upon written or oral request, to each person to whom this prospectus is delivered, including any beneficial owner, a copy of any or all of the information that has been incorporated by reference into this prospectus, but which has not been delivered with the prospectus. Copies of these documents are also available electronically at www.sec.gov.

Written or oral requests for such information should be made to:

Zentek Ltd.
Attn: Wendy Ford
24 Corporate Ct

Guelph, Ontario N1G 5G5

(844) 730-9822
E-mail: info@zentek.com

ZENTEK LTD.

US$50,000,000

Common Shares
Warrants
Units

Prospectus

, 2024

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 8. Indemnification of Directors and Officers.

Under the OBCA, the Company may indemnify a director or officer of the Company, a former director or officer of the Company or another individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, of another entity (each of the foregoing, an "individual"), against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Company or other entity, on the condition that (i) such individual acted honestly and in good faith with a view to the best interests of the Company or, as the case may be, to the best interests of the other entity for which the individual acted as a director or officer or in a similar capacity at the Company's request; and (ii) if the matter is a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Company shall not indemnify the individual unless the individual had reasonable grounds for believing that his or her conduct was lawful.

Further, the Company may, with the approval of a court, indemnify an individual in respect of an action by or on behalf of the Company or other entity to obtain a judgment in its favor, to which the individual is made a party because of the individual's association with the Company or other entity as a director or officer, a former director or officer, an individual who acts or acted at the Company's request as a director or officer, or an individual acting in a similar capacity, against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfills the conditions in (i) and (ii) above. Such individuals are entitled to indemnification from the Company in respect of all costs, charges and expenses reasonably incurred by the individual in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the individual is subject because of the individual's association with the Company or other entity as described above, provided the individual seeking an indemnity: (A) was not judged by a court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done; and (B) fulfills the conditions in (i) and (ii) above.

Our Bylaws provide that, subject to limitation contained in the OBCA, the Company shall indemnify each director and officer of the Company, each former director and officer of the Company, each individual who acts or acted at the Company's request as a director or officer of a body corporate of which the Company is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Company or any such body corporate), and the respective heirs and legal representatives of each of the foregoing, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal or administrative action or proceeding to which such individual is made a party by reason of being or having been a director or officer of the Company or of a body corporate of which the Company is or was a shareholder or creditor, if: (i) the individual acted honestly and in good faith with a view to the best interests of the Company and (ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful.

Our Bylaws permit us, subject to the limitations contained in the OBCA, to purchase and maintain such insurance for the benefit of our directors and officers, as our board of directors may from time to time determine.

We currently maintain directors' and officers' liability insurance for the benefit of our directors and officers.

Item 9. Exhibits.

Exhibit No.	Exhibit Description

1.1*	Form of Underwriting Agreement
4.1	Articles of Incorporation, as amended
4.2	Bylaws
4.3*	Form of Warrant Agreement
4.4*	Form of Unit Agreement
5.1	Opinion of Irwin Lowy LLP
23.1	Consent of Irwin Lowy LLP (contained in Exhibit 5.1).
23.2	Consent of BDO Canada LLP
24.1	Power of Attorney (included as part of signature page to this registration statement).
107	Filing Fee Table

* To be filed by amendment or as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act, including any Report of Foreign Private Issuer on Form 6-K, and incorporated herein by reference if necessary or required by the transaction.

Item 10. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Filing Fee Tables" or "Calculation of Registration Fee" table, as applicable, in the effective registration statement;

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

provided, however, that the undertakings set forth in paragraphs (a)(1)(i), (a)(1(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Securities Act need not be furnished, provided that the registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements. Notwithstanding the foregoing, a post-effective amendment need not be filed to include financial statements and information required by Section 10(a)(3) of the Securities Act or Item 8.A. of Form 20-F if such financial statements and information are contained in periodic reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

(5) That, for the purpose of determining liability under the Securities Act to any purchaser:

(i) Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement.

(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.

(6) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(h) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

(i) The undersigned registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Guelph, Province of Ontario, on April 23, 2024.

	ZENTEK LTD.

	By:	/s/ Greg Fenton
	Name:	Greg Fenton
	Title:	Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Greg Fenton and Wendy Ford, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement, and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act, and to file the same, with exhibits thereto and other documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that each of said attorneys in fact and agents or their substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Greg Fenton	Chief Executive Officer and Director (Principal Executive Officer)	April 23, 2024
Greg Fenton

/s/ Wendy Ford	Chief Financial Officer (Principal Financial and Accounting Officer)	April 23, 2024
Wendy Ford

/s/ Eric Wallman	Executive Chairman and Director	April 23, 2024
Eric Wallman

/s/ Francis Dubé	Director	April 23, 2024
Francis Dubé

/s/ John Snisarenko	Director	April 23, 2024
John Snisarenko

/s/ Brian Bosse	Director	April 23, 2024
Brian Bosse

/s/ Ilse Treurnicht	Director	April 23, 2024
Ilse Treurnicht

/s/ Lisa Sim	Director	April 23, 2024
Lisa Sim

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the requirements of Section 6(a) of the Securities Act, the undersigned has signed this registration statement, solely in the capacity of the duly authorized representative of the registrant in the United States, on April 23, 2024.

	Authorized United States Representative
	Cogency Global Inc.


	By:	/s/ Colleen A. De Vries
	Name:	Colleen A. De Vries
	Title:	Senior Vice President on behalf of Cogency Global Inc.

BY-LAW NUMBER 1

A by-law relating generally to the transaction of the business and affairs of ZENYATTA VENTURES LTD. (hereinafter called the "Corporation").

CONTENTS

INTERPRETATION	SECTION

Defined Terms	1.01
Number and Gender	1.02
Headings	1.03

MEETINGS OF SHAREHOLDERS

Annual Meeting	2.01
Special Meetings	2.02
Notices	2.03
Nomination of Directors	2.04
List of Shareholders Entitled to Notice	2.05
Record Date for Notice of Shareholder Meeting	2.06
Persons Entitled to be Present	2.07
Quorum	2.08
Pledged Shares	2.09
Representatives	2.10
Proxies	2.11
Joint Shareholders	2.12
Scrutineers	2.13
Votes to Govern	2.14
Show of Hands	2.15
Ballots	2.16
Casting Vote	2.17
Adjournment	2.18
Transaction of Business by Signature	2.19
Chairman and Secretary	2.20

DIRECTORS

Power of Directors	3.01
Quorum	3.02
Qualifications	3.03
Election and Term	3.04
Removal of Directors	3.05
Vacancies	3.06
Calling of Meetings	3.07
Meetings by Telephone	3.08

Place of Meetings	3.09
Votes to Govern	3.10
Adjournment	3.11
Remuneration of Directors	3.12
Interest of Directors in Contracts	3.13
Declaration of Interest	3.14
Loans to Employees, Shareholders and Directors	3.15
Directors' Duties	3.16
Transaction of Business by Signature	3.17
Director Ceasing to Hold Office	3.18
Chairman	3.19

COMMITTEES

Committee of Directors	4.01
Transaction of Business	4.02
Audit Committee	4.03
Procedure at Committee Meetings	4.04

OFFICERS

Appointment of Officers	5.01
Chairman of the Board	5.02
President	5.03
Vice-President	5.04
Secretary	5.05
Treasurer	5.06
Other Officers	5.07
Term of Office and Remuneration	5.08
Variation of Duties	5.09
Agents and Attorneys	5.10
Fidelity Bonds	5.11

BANKING ARRANGEMENTS AND CONTRACTS

Banking Arrangements	6.01
Execution of Instruments	6.02

SHARES

Allotment	7.01
Payment of Commissions	7.02
Share Certificates	7.03
Replacement of Share Certificates	7.04
Transfer Agent and Registrar	7.05

iii

Registration of Transfer	7.06
Lien for Indebtedness	7.07
Enforcement of Lien	7.08
Joint Shareholders	7.09
Non-Recognition of Trust	7.10
Deceased Shareholders	7.11

FINANCIAL

Financial Year	8.01
Dividends	8.02
Dividend Cheques	8.03
Non-Receipt of Cheques	8.04
Stock Dividends	8.05
Record Date for Dividends and Rights	8.06
Unclaimed Dividends	8.07
Purchase of Business as of Past Date	8.08

NOTICES

Method of Giving Notice	9.01
Computation of Time	9.02
Omissions and Errors	9.03
Notice to Joint Shareholders	9.04
Persons Entitled by Death or Operation of Law	9.05
Waiver of Notice	9.06

VOTING RIGHTS

Voting Rights in Other Corporations	10.01

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

Limitation of Liability	11.01
Indemnity	11.02
Insurance	11.03

BY-LAW NUMBER 1

SECTION ONE INTERPRETATION

1.01 DEFINED TERMS

In this by-law and all other by-laws, special resolutions and resolutions of the Corporation, unless the context otherwise specifies or requires:

"Act"	means the Business Corporations Act (Ontario), as from time to time amended, and any Act that may be substituted therefor and in the event of such substitution any reference in the by-laws of the Corporation to the Act shall be read as referring to the amended or substituted provisions therefor in the new statute or statutes;

"Articles of Incorporation" and "Articles"	means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of revival, articles of reorganization, letters patent, supplementary letters patent, a special act and any other instrument by which the Corporation is incorporated;

"board"	means the board of directors of the Corporation;

"by-law"	means any by-law of the Corporation from time to time in force and effect;

"Corporation"	means the corporation subsisting under the Act and named ZENYATTA VENTURES LTD.

"meeting of shareholders	includes an annual meeting of shareholders and a special meeting of shareholders;

"number of directors"	means the number of directors provided for in the Articles or, where a minimum and maximum number of directors is provided for in the Articles, the number of directors determined by a special resolution or resolution;

1.02 NUMBER AND GENDER

Words importing the singular number shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; and words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts or unincorporated organizations and any number of aggregate of persons. All terms contained in the by-laws and which are defined in the Act shall have the meanings given to such terms in the Act.

1.03 HEADINGS

The headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

SECTION TWO
MEETINGS OF SHAREHOLDERS

2.01 ANNUAL MEETING

The annual meeting of the shareholders shall be held, subject to the provisions of Section 2.18 hereof, at any place in or outside Ontario as the directors determine or, in the absence of such determination, at the place where the registered office of the Corporation is located, at such time and on such day in each year as the board, the chairman of the board, if any, or any officer who is also a director, may from time to time determine, for the purpose of hearing and receiving the reports and financial statements required by the Act to be read at and laid before the shareholders at an annual meeting, electing directors, appointing, if necessary, the auditor, fixing or authorizing the board to fix the auditor's remuneration, and for the transaction of such other business as may properly be brought before the meeting. At such meeting, any shareholder shall have the right to raise any matter relevant to the affairs of the Corporation.

2.02 SPECIAL MEETINGS

The directors may at any time call a special meeting of the shareholders of the Corporation to be held at such time and at such place in or outside Ontario as may be determined by the directors.

2.03 NOTICES

No public notice or advertisement of any meeting of shareholders shall be required, but notice of the time and place of each such meeting shall be given in the manner provided in Section Nine to each shareholder who at the close of business on the record date for notice is entered in the register of shareholders as the holder of one or more shares carrying the right to vote at the meeting, to each director, and to the auditor, if any, of the Corporation not fewer than ten days, or if the Corporation is an offering corporation, not fewer than twenty-one days, but not more than fifty days before the day on which the meeting is to be held. Notice of a special meeting of shareholders at which special business is to be transacted shall state or be accompanied by a statement of the nature of that business in sufficient detail to permit the shareholder to form a reasonable judgment thereon, and the text of any special resolution or by-law to be submitted to the meeting. A meeting of shareholders may be held at any time without notice if all shareholders entitled to vote thereat are present in person or represented by proxy or has waived notice and if the auditor, if any, is present or have waived such notice, and at such meeting any business may be transacted which the Corporation at a special meeting of the shareholders may transact.

2.04 NOMINATION OF DIRECTORS

Subject only to the Act and the Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called was the election of directors, (a) by or at the direction of the board or an authorized officer of the Corporation, including pursuant to a notice of meeting, (b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act or a requisition of the shareholders made in accordance with the provisions of the Act or (c) by any person (a "Nominating Shareholder") (i) who, at the close of business on the date of the giving of the notice provided for below in this Section 2.04 and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting and (ii) who complies with the notice procedures set forth below in this Section 2.04:

(A) In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the secretary of the Corporation at the principal executive offices of the Corporation in accordance with this Section 2.04A.

(B) To be timely, a Nominating Shareholder's notice to the secretary of the Corporation must be made (a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is called for a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and (b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this paragraph (B). In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

(C) To be in proper written form, a Nominating Shareholder's notice to the secretary of the Corporation must set forth (a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director (i) the name, age, business address and residence address of the person, (ii) the principal occupation or employment of the person, (iii) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the Meeting of Shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice, and (iv) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws; and (b) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which such Nominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

(D) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this Section 2.04; provided, however, that nothing in this Section 2.04 shall be deemed to preclude discussion by a shareholder (as distinct from nominating directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

(E) For purposes of this Section 2.04, (i) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and (ii) "Applicable Securities Laws" means the Securities Act (Ontario) and the equivalent legislation in the other provinces and in the territories of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commissions and similar regulatory authorities of each of the provinces and territories of Canada.

Notwithstanding any other provision of this By-law No. 1 of the Corporation, notice given to the secretary of the Corporation pursuant to this Section 2.04 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the address as aforesaid) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

2.05 LIST OF SHAREHOLDERS ENTITLED TO NOTICE

For every meeting of shareholders, the Corporation shall prepare a list of shareholders entitled to receive notice of the meeting, arranged in alphabetical order and showing the number of shares entitled to vote at the meeting held by each shareholder. If a record date for the meeting is fixed pursuant to Section 2.06, the list shall be prepared not later than 10 days after such record date.

If no record date is fixed, the shareholders listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any shareholder during usual business hours at the registered office of the Corporation or at the place where the securities register is kept and at the place where the meeting is held.

2.06 RECORD DATE FOR NOTICE OF SHAREHOLDER MEETING

The board may fix in advance a time and a date, as a record date, for the determination of the shareholders entitled to notice of a meeting of the shareholders, which record date for notice shall be not more than fifty days and not fewer than twenty-one days before the date of the meeting. If no such record date for notice of the meeting is fixed by the board, the record date for notice shall be at the close of business on the day immediately preceding the day on which notice is given or sent, or if no notice is given, the day on which the meeting is held.

2.07 PERSONS ENTITLED TO BE PRESENT

The only persons entitled to attend a meeting of shareholders shall be those entitled to vote thereat, the directors and the auditor of the Corporation and others who, although not entitled to vote, are entitled or required under any provisions of the Act or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

2.08 QUORUM

Two shareholders, present in person or represented by proxy entitled to vote at a meeting of shareholders, shall constitute a quorum.

2.09 PLEDGED SHARES

Where a person mortgages or hypothecates his shares, that person or his proxy is the person entitled to vote at all meetings of shareholders in respect of such shares unless, in the instrument creating the mortgage or hypothec, he has expressly empowered the person holding the mortgage or hypothec to vote in respect of such shares in which case, subject to the Articles, such holder or his proxy is the person entitled to vote in respect of the shares.

2.10 REPRESENTATIVES

A personal representative and, where a corporation is such personal representative, any person duly appointed as proxy for such corporation, upon filing with the secretary of the meeting sufficient proof of his appointment, shall represent the shares at all meetings of the shareholders of the Corporation and may vote accordingly as a shareholder in the same manner and to the same extent as the shareholder of record. If there be more than one personal representative, the provisions of Section 2.12 hereof shall apply.

2.11 PROXIES

Every shareholder, including a corporate shareholder, entitled to vote at meetings of shareholders may by instrument in writing appoint a proxyholder or one or more alternate proxyholders, who need not be shareholders, to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy. A proxy shall be executed by the shareholder or his attorney in writing or, if the shareholder is a corporation, by an officer or attorney duly authorized. If the Corporation is an offering corporation, a proxy shall cease to be valid one year from its date.

2.12 JOINT SHAREHOLDERS

Where two or more persons hold the same share jointly, any one of such persons present in person or represented by proxy at a meeting of shareholders has the right, in the absence of the other or others, to vote in respect of such share but, if more than one of such persons are present in person or represented by proxy and vote, they shall vote together as one on the share jointly held by them.

2.13 SCRUTINEERS

At each meeting of shareholders, one or more scrutineers may be appointed by a resolution of the meeting or by the chairman with the consent of the meeting to serve at the meeting. Such scrutineers need not be shareholders of the Corporation.

2.14 VOTES TO GOVERN

At all meetings of shareholders every question shall, unless otherwise required by the Articles or by-laws of the Corporation or by law, be decided by a majority of the votes duly cast on the question.

2.15 SHOW OF HANDS

Voting at a meeting of shareholders shall be by show of hands, except where a ballot is demanded by a shareholder or proxyholder entitled to vote at the meeting. A shareholder or proxyholder may demand a ballot either before or after any vote by show of hands. Upon a show of hands every person who is present and entitled to vote shall have one vote, and the result of the vote so taken shall be the decision of the shareholders upon the said question.

2.16 BALLOTS

If a ballot is duly demanded by any shareholder or proxyholder and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the chairman of the meeting shall direct. Upon a ballot each shareholder who is present in person or represented by proxy shall be entitled to one vote for each share in respect of which he is entitled to vote at the meeting and the result of the ballot on the questions shall be the decision of the shareholders upon the said question.

2.17 CASTING VOTE

In case of an equality of votes at any meeting of shareholders, either upon a show of hands or upon a ballot, the chairman of the meeting shall not be entitled to a second or casting vote.

2.18 ADJOURNMENT

If a meeting of shareholders is adjourned for less than thirty days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of shareholders is adjourned by one or more adjournments for an aggregate of thirty days or more, notice of the adjourned meeting shall be given as for an original meeting.

2.19 TRANSACTION OF BUSINESS BY SIGNATURE

A resolution in writing signed by all of the shareholders of the Corporation entitled to vote at a meeting of shareholders is valid and effective as if passed at a meeting of the shareholders duly called, constituted and held for that purpose unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditor in accordance with the Act. By- laws or resolutions passed by the directors of the Corporation may at any time, in lieu of confirmation at a meeting of shareholders, be confirmed in writing by the signatures of all the shareholders entitled to vote at such meeting.

2.20 CHAIRMAN AND SECRETARY

The chairman of any meeting of shareholders shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: chairman of the board, managing director, president or a vice-president who is a shareholder. If no such officer is present within fifteen minutes from the time fixed for the holding of the meeting, the persons present and entitled to vote shall choose one of their number to be chairman. If the secretary of the Corporation is absent, the chairman shall appoint some person, who need not be a shareholder, to act as secretary of the meeting.

SECTION THREE
DIRECTORS

3.01 POWERS OF DIRECTORS

The board of directors shall manage or supervise the management of the business and affairs of the Corporation.

3.02 QUORUM

The quorum for the transaction of business at any meeting of the board of directors shall consist of a majority of the number of directors.

3.03 QUALIFICATIONS

In addition to any other provisions contained in the Act relating to the qualifications of directors, no person shall be qualified to be a director of the Corporation if he is less than eighteen years of age, if he is of unsound mind and has been so found by a court in Canada or elsewhere, if he is not an individual, or if he has the status of a bankrupt. A director need not be a shareholder. At least 25 per cent of the directors of a corporation other than a non-resident corporation shall be resident Canadians, but where a corporation has less than four directors, at least one director shall be a resident Canadian.

3.04 ELECTION & TERM

Directors shall be elected yearly to hold office until the next annual meeting of shareholders or until their successors shall have been duly elected or appointed. The whole board shall be elected at such annual meetings, and all the directors then in office shall retire, but, if qualified, are eligible for re-election. If an election of directors is not held at the proper time, the directors shall continue in office until their successors are elected or appointed.

If a meeting of shareholders fails to elect the number of directors by reason of the disqualification, incapacity or death of one or more candidates, the directors elected at that meeting, if they constitute a quorum, may exercise all the powers of the directors of the Corporation pending the holding of a special meeting of shareholders to fill the vacancies.

3.05 REMOVAL OF DIRECTORS

Subject to the provisions of the Act, the shareholders may, by resolution passed by a majority of the votes cast at an annual or special meeting of shareholders, remove any director before expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any qualified person in his stead for the remainder of his term.

3.06 VACANCIES

Subject to the Act, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number of directors or in the maximum number of directors or from a failure of the shareholders to elect the number of directors. In the absence of a quorum of the board, or if the vacancy has arisen from a failure of the shareholders to elect the number of directors, the board shall forthwith call a special meeting of shareholders to fill the vacancy. If the board fails to call such a meeting or if there are no directors in office, any shareholder may call the meeting.

3.07 CALLING OF MEETINGS

Subject to the provisions of the Act, meetings of the board shall be held from time to time at such place, at such time and on such day as the chairman of the board, if any, the president or a vice- president who is a director, or any two directors may determine. Notice of every meeting so called shall be given in accordance with Section Nine to each director not less than 48 hours (excluding any part of a Saturday or a holiday as defined by the Interpretation Act of Canada for the time being in force) before the time when the meeting is to be held, save that no notice of the meeting shall be necessary if a quorum of the directors is present and all the directors absent have waived notice of, or have otherwise signified their consent to the holding of such meeting.

3.08 MEETINGS BY TELEPHONE

Where all the directors have consented thereto (either before or after the meeting), any director may participate in a meeting of the board of directors or of any committee, by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and subject to the provisions of the Act, a director participating in a meeting pursuant to this paragraph shall be deemed to be present in person at that meeting. If a majority of directors participating in a meeting held pursuant to this section are then in Canada, the meeting shall be deemed to have been held in Canada.

3.09 PLACE OF MEETINGS

Meetings of the board may be held at the registered office of the Corporation or any other place within or outside Ontario, and in any financial year of the Corporation a majority of the meetings of the board need not be held at a place within Canada.

3.10 VOTES TO GOVERN

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question, and in case of any equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

3.11 ADJOURNMENT

Any meeting of the board or of any committee of directors may be adjourned from time to time by the chairman of the meeting, with consent of the meeting, to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to any director. Any adjourned meeting must be duly constituted and held in accordance with the terms of the adjournment and a quorum must be present thereat. The directors who form the quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.

3.12 REMUNERATION OF DIRECTORS

The directors shall be paid such remuneration for their services as directors as may from time to time be fixed by the board. Any remuneration so payable to a director who is also an officer or employee of the Corporation or who is counsel or solicitor to the Corporation or otherwise serves the Corporation in a professional capacity, shall be in addition to his salary as such officer or to his professional fees, as the case may be. The directors shall also be paid such sums in respect of their out-of-pocket expenses incurred in attending board, committee or shareholders' meetings or otherwise in respect of the performance by them of their duties as the board may from time to time determine.

3.13 INTEREST OF DIRECTORS IN CONTRACTS

No director or officer shall be disqualified by his office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any director or officer or in which any director or officer is in any way interested, be liable to be voided, nor shall any director or officer so contracting or being so interested be liable to account to the Corporation for any profit realized by any such contract or arrangement by reason of such director or officer holding that office or of the fiduciary relationship thereby established; provided that the director or officer shall have complied with the provisions of the Act and Section 3.14 hereof.

3.14 DECLARATION OF INTEREST

A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to a material contract or a proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or shareholders for approval even if such contract is one that in the ordinary course of the Corporation's business would not require approval by the board or shareholders, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.

3.15 LOANS TO EMPLOYEES, SHAREHOLDERS & DIRECTORS

The Corporation may from time to time give financial assistance by means of a loan, guarantee or otherwise:

a) to employees of the Corporation or any of its affiliates, whether or not they are shareholders or directors, to enable or assist them to purchase or erect live-in accommodations for their own occupation, or in accordance with a plan for the purchase of shares of the Corporation or any of its affiliates;

b) to any person on account of expenditures incurred or to be incurred on behalf of the Corporation;

c) to a holding body corporate if the Corporation is a wholly-owned subsidiary of such holdings body corporate; or

d) to a subsidiary body corporate of the Corporation.

3.16 DIRECTORS' DUTIES

Every director and officer of the Corporation in exercising his powers and discharging his duties shall act honestly and in good faith with a view to the best interests of the Corporation, and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

3.17 TRANSACTION OF BUSINESS BY SIGNATURE

By-laws or resolutions may be consented to at any time by the signatures of all the directors of the Corporation and such by-laws or resolutions are as valid and effective as if passed at meeting of directors duly called, constituted and held for that purpose.

3.18 DIRECTOR CEASING TO HOLD OFFICE

A director shall forthwith cease to hold office when:

a) he acquires the status of a bankrupt;

b) he becomes of unsound mind and is so found by a court in Canada or elsewhere;

c) he is removed from office by resolution of the shareholders as provided in Section 3.05;

d) he dies; or

e) he resigns in accordance with the Act.

3.19 CHAIRMAN

The chairman of any meeting of the board shall be the first mentioned of such of the following officers as having been appointed and who is a director and is present at the meeting: chairman of the board, managing director, president or vice-president. If no such officer is present, the directors present shall choose one of their number to be chairman.

SECTION FOUR
COMMITTEES

4.01 COMMITTEE OF DIRECTORS

The directors may from time to time appoint from their number a managing director, or a committee of directors, and allocate to such managing director or committee any of the powers of the directors except those which, under the Act, a managing director or committee of directors has no authority to exercise.

4.02 TRANSACTION OF BUSINESS

The powers of a committee of directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all of the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. The powers of a managing director may be exercised by a written resolution signed by the managing director or by a meeting constituted only of the managing director. Meetings of a committee of directors or of the managing director may be held at any place within or outside Ontario.

4.03 AUDIT COMMITTEE

If the Corporation is an offering corporation, it shall have an audit committee composed of not fewer than three directors of the Corporation, a majority of whom are not officers or employees of the Corporation or any of its affiliates, to hold office until the next annual meeting of the shareholders. Where an audit committee is elected or appointed as aforesaid:

a) the auditor of the Corporation is entitled to receive notice of every meeting of the audit committee and at the expense of the Corporation, to attend and be heard thereat;

b) the auditor of the Corporation or any member of the audit committee may call a meeting of the audit committee; and

c) the audit committee shall review the financial statements of the Corporation and shall report thereon to the board of directors of the Corporation before such financial statements are approved by the board of directors.

4.04 PROCEDURE AT COMMITTEE MEETINGS

Unless otherwise determined by the board of directors, each committee (including the audit committee) shall have the power to fix its quorum at not more than a majority of its members, to elect a chairman, and to regulate its procedure.

SECTION FIVE
OFFICERS

5.01 APPOINTMENT OF OFFICERS

The board of directors may from time to time appoint a president, one or more vice-presidents (to which title may be added words indicating seniority or function), a secretary, a treasurer and such other officers as the board of directors may determine, including one or more assistants to any of the officers so appointed. The board may specify the duties of and, in accordance with this by-law and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation.

5.02 CHAIRMAN OF THE BOARD

The board of directors may from time to time also elect or appoint a chairman of the board who shall be a director. If a chairman of the board is so elected or appointed, the board of directors may assign to him any of the powers and duties that are by any provisions of this by-law assigned to the managing director or to the president; and he shall, subject to the provisions of the Act or the Articles, have such other powers and duties as the board may specify. During the absence or disability of the chairman of the board, his duties shall be performed and his powers exercised by the managing director, if any, or by the president, or by such other officers as the board of directors may decide.

5.03 PRESIDENT

The president, if any, shall be charged with the general supervision of the business and affairs of the Corporation. Except when the board has appointed a managing director, the president shall also have the powers and be charged with the duties of that office.

5.04 VICE-PRESIDENT

During the absence or inability of the president, his duties may be performed and his powers may be exercised by the vice-president, or if there are more than one, by the vice-presidents in order of seniority (as determined by the board), save that no vice-president shall preside at a meeting of the board or at a meeting of shareholders who is not qualified to attend the meeting as a director or a shareholder, as the case may be. If a vice-president exercises any such duty or power, the absence or inability of the chairman of the board, if any, and the president shall be presumed with reference thereto. A vice-president shall also perform such duties and exercise such powers as the president may from time to time delegate to him or the board may prescribe.

5.05 SECRETARY

The secretary, if any, shall give, or cause to be given, all notices required to be given to shareholders, directors, auditors and members of committees; he shall attend all meetings of the directors and of the shareholders and shall enter, or cause to be entered, in books kept for that purpose minutes of all proceedings at such meetings; he shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and other instruments belonging to the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board or the president.

5.06 TREASURER

The treasurer, if any, shall keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Corporation and, under the direction of the board, shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation; he shall render to the board at the meetings thereof, or whenever required of him, an account of all his transactions as treasurer and of the financial position of the Corporation; and he shall perform such other duties as may from time to time be prescribed by the board.

5.07 OTHER OFFICERS

The duties of all officers of the Corporation shall be such as the terms of their engagement call for or the board requires of them. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the board otherwise directs.

5.08 TERM OF OFFICE & REMUNERATION

In the absence of written agreement to the contrary, the board may remove at its pleasure any officer of the Corporation. Each officer shall continue to hold office until the appointment of officers at the first meeting of the board after the election of directors and, in default of the appointment of officers at such meeting, shall continue to hold office after such meeting. The terms of employment and remuneration of the chairman of the board, if any, the president and other officers elected or appointed by it shall be settled from time to time by the board.

5.09 VARIATION OF DUTIES

From time to time the board may prescribe, vary, add to or limit the powers and duties of any officer.

5.10 AGENTS & ATTORNEYS

The board shall have power from time to time to appoint agents or attorneys for the Corporation in or out of Ontario with such powers of management or otherwise (including the power to subdelegate) as may be thought fit.

5.11 FIDELITY BONDS

The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the board may from time to time prescribe.

SECTION SIX

BANKING ARRANGEMENTS & CONTRACTS

6.01 BANKING ARRANGEMENTS

The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on behalf of the Corporation by such one or more officers and such other persons as the board may designate, direct or authorize from time to time by resolution and to the extent therein provided, including, but without restricting the generality of the foregoing, the operation of the accounts of the Corporation; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts for and orders relating to any property of the Corporation; the execution of any agreement relating to any banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such banker to do any act or thing on behalf of the Corporation to facilitate such banking business.

6.02 EXECUTION OF INSTRUMENTS

Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any officer or director and the corporate seal shall be affixed to such instruments as require the same. All and any such contracts, documents or instruments so signed shall be binding upon the Corporation without any further authorization or formality.

Notwithstanding any provision to the contrary contained in the by-laws of the Corporation, the board may at any time and from time to time direct the manner in which the person or persons by whom any particular contract, document or instrument in writing or any class of contracts, documents or instruments in writing of the Corporation may or shall be signed.

The term "contracts, documents or instruments in writing" as used in this by-law include deeds, mortgages, hypothecs, charges, conveyances, transfers, and assignments of property, real or personal, movable or immovable, agreements, releases, receipts, and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, stocks, bonds, debentures or other securities and all paper writings. Without restricting the generality of the foregoing, any two officers or any two directors or any officer together with any director shall have the authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute (under the seal of the Corporation or otherwise), all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

SECTION SEVEN
SHARES

7.01 ALLOTMENT

The board may from time to time allot or grant options to purchase the whole or any part of the authorized and unissued shares in the capital stock of the Corporation, including any shares created by any amending Articles increasing or otherwise varying the capital stock of the Corporation, to such person or persons or class of persons as the board shall by resolution determine, provided that no shares shall be issued until the shares are fully paid as provided for in the Act.

7.02 PAYMENT OF COMMISSIONS

The board may from time to time authorize the Corporation to pay a reasonable commission to any person in consideration of his purchasing or agreeing to purchase shares of the Corporation from the Corporation or from any other person, or procuring or agreeing to procure purchasers for any such shares.

7.03 SHARE CERTIFICATES

Every holder of one or more fully paid shares of the Corporation shall be entitled, at his option and without payment, to a share certificate in respect of the shares held by him that complies with the Act. Share certificates shall be in such form or forms as the board shall from time to time approve. Each share certificate shall be signed by at least one director or officer of the Corporation or by or on behalf of a registrar, transfer agent, branch transfer agent or issuing or other authenticating agent of the Corporation.

7.04 REPLACEMENT OF SHARE CERTIFICATES

The board or any officer or agent designated by the board may, in its or his discretion, direct the issue of a new share certificate in lieu of and upon cancellation of a share certificate that has been mutilated or in substitution for a share certificate that has been lost, apparently destroyed or wrongfully taken, on payment of such fee, not exceeding three dollars ($3.00), and on such terms as to indemnity, reimbursement of expenses and evidence of loss and title as the board may from time to time prescribe, whether generally or in any particular case.

7.05 TRANSFER AGENT & REGISTRAR

The board may from time to time appoint or remove a transfer agent to maintain the securities register and the register of transfers, and one or more branch transfer agents to keep branch registers, and a registrar to maintain the securities register, and one person may (but need not be) appointed both registrar and transfer agent.

7.06 REGISTRATION OF TRANSFER

Subject to the provisions of the Act, no transfer of shares shall be registered in a register of transfers or branch register of transfers except upon surrender of the certificate representing such shares with a transfer endorsed thereon or delivered therewith duly executed by the registered holder or by his attorney or successor duly appointed, together with such assurance or evidence of signature, identification and authority to transfer as the board may from time to time prescribe, and upon payment of applicable taxes, compliance with such restrictions on transfer as are authorized by the Articles, and in satisfaction of any lien referred to in Section 7.07.

7.07 LIEN FOR INDEBTEDNESS

Subject to the provisions of the Act, the Corporation shall have a lien on the shares registered in the name of a shareholder or his legal representative for a debt of that shareholder to the Corporation.

7.08 ENFORCEMENT OF LIEN

The lien referred to in Section 7.07 may be enforced by any means permitted by law and:

a) where the share or shares are redeemable pursuant to the Articles, by redeeming such share or shares and applying the redemption price to the debt;

b) subject to the Act, by purchasing the share or shares for cancellation for a price equal to the book value of such share or shares and applying the proceeds to the debt;

c) by selling the share or shares to any third party whether or not such party is at arm's length to the Corporation, including, without limitation, any officer or director of the Corporation, for the best price which the directors consider to be obtainable for such share or shares; or

d) by refusing to register a transfer of such share or shares until the debt is paid.

7.09 JOINT SHAREHOLDERS

If two or more persons are registered as joint holders of any share, the Corporation shall not be bound to issue more than one certificate in respect thereof, and delivery of such certificate to one of such persons shall be sufficient delivery to all of them. Any one of such persons may give effectual receipts for the certificate issued in respect thereof or for any dividend, bonus, return of capital or other money payable or warranty issuable in respect of such share.

7.10 NON-RECOGNITION OF TRUST

The Corporation shall not be required to inquire into the existence of, or see to the performance or observance of, any duty owed to a third party by a registered holder of any of its shares or by any one whom it treats, as permitted or required by the Act, as the owner or registered holder thereof.

7.11 DECEASED SHAREHOLDERS

In the event of the death of a holder, or one or more of the joint holders, of any share, the Corporation shall not be required to make any entry in the register of shareholders in respect thereof or to make payment of any dividends thereon except upon production of all such documents as may be required by law and by the Act and upon compliance with the reasonable requirements of the Corporation and its transfer agent.

SECTION EIGHT
FINANCIAL

8.01 FINANCIAL YEAR

Until changed by resolution of the board of directors, the financial year of the Corporation shall end on a day to be determined by resolution of the board.

8.02 DIVIDENDS

Subject to the provisions of the Act and the Articles, the board may from time to time declare dividends payable to the shareholders according to their respective rights and interests in the Corporation, and such dividends may be paid in money or property.

8.03 DIVIDEND CHEQUES

A dividend payable in cash shall be paid by cheque drawn on the Corporation's bankers or one of them to the order of each registered holder of shares of the class or series in respect of which it has been declared and mailed by ordinary mail, postage prepaid, to such registered holder at his address appearing on the register of shareholders, unless such holder otherwise directs. In the case of joint holders the cheque shall, unless such joint holders otherwise direct, be made payable to the order of all such joint holders and mailed to them at the address appearing on the register of shareholders in respect of such joint holding, or to the first address so appearing if there are more than one. The mailing of such cheque as aforesaid, unless the same be not paid at par on due presentation, shall satisfy and discharge the liability for the dividend to the extent of the sum represented thereby plus the amount of any tax which the Corporation is required to and does withhold.

8.04 NON-RECEIPT OF CHEQUES

In the event of non-receipt of any dividend cheque by the person to whom it is sent as aforesaid, the Corporation shall issue to such person a replacement cheque for a like amount on such terms as to indemnity, reimbursement of expenses and evidence of non-receipt and of title as the board may from time to time prescribe, whether generally or in any particular case.

8.05 STOCK DIVIDENDS

For the amount of any dividend that the board may lawfully declare payable in cash, it may declare a stock dividend and issue therefor shares of the Corporation as fully paid.

8.06 RECORD DATES FOR DIVIDENDS AND RIGHTS

The board may fix in advance a date, preceding by not more than fifty days the date for the payment of any dividend or the date for the issue of any warrant or other evidence of right to subscribe for securities of the Corporation, as a record date for the determination of the persons entitled to receive payment of such dividend or to exercise the right to subscribe for such securities and to receive the warrant or other evidence in respect of such right, notwithstanding the transfer or issue of shares after the record date so fixed. Where a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of a class or series affected whose name is set out in the securities register at the close of business on the day the directors fix the record date, notice thereof shall be given, not less than seven days before the date so fixed, by advertisement in a newspaper published or distributed in the place where the Corporation has its registered office and in each place in Canada where it has a transfer agent or a transfer of the shares may be recorded, and by written notice to each stock exchange in Canada on which the shares of the Corporation are listed for trading. Where no such record date is fixed, the record date for the determination of the persons entitled to receive payment of any dividend or to exercise the right to subscribe for securities of the Corporation shall be at the close of business on the day on which the resolution relating to such dividend or a right to subscribe is passed by the board.

8.07 UNCLAIMED DIVIDENDS

Any dividend unclaimed after a period of six years from the date on which the same has been declared to be payable shall be forfeited and shall revert to the Corporation.

8.08 PURCHASE OF BUSINESS AS OF PAST DATE

Where any business is bought by the Corporation as of a past date (whether such date be before or after the incorporation of the Corporation) upon terms that the Corporation shall, as from that date, take the profits and bear the losses of the business, such profits or losses as the case may be shall, at the discretion of the directors, be credited or debited wholly or in part to revenue account, and in that case the amount so credited or debited shall, for the purposes of ascertaining the funds available for dividends, be treated as a profit or loss arising from the business of the Corporation.

SECTION NINE
NOTICES

9.01 METHOD OF GIVING NOTICE

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations thereunder, the Articles, the by-laws or otherwise to a shareholder, director, officer, auditor or member of a committee of the board, shall be sufficiently given if delivered personally to the person to whom it is to be given, or if delivered to his last address as recorded on the books of the Corporation, or if mailed to him at his last address as recorded on the books of the Corporation by pre-paid ordinary or air mail or if sent to him at his last address as recorded on the books of the Corporation by any means of pre-paid, transmitted or recorded communication. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box and shall be deemed to have been received on the fifth day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or is representative for dispatch. The secretary may change or cause to be changed the recorded address of any shareholder, director, officer, auditor or member of a committee of the board in accordance with any information believed by him to be reliable. The recorded address of a director shall be his latest address as shown in the records of the Corporation or in the most recent notice filed under the Corporations Information Act, whichever is more current.

9.02 COMPUTATION OF TIME

In computing the date when notice must be given under any provision of the Articles or by-laws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

9.03 OMISSIONS & ERRORS

The accidental omission to give any notice to any shareholder, director, officer, auditor, or member of a committee of the board, or the non-receipt of any notice by any such person, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

9.04 NOTICE TO JOINT SHAREHOLDERS

If two or more persons are registered as joint holders of any share, notice to one of such persons shall be sufficient notice to all of them. Any notice shall be addressed to all of such joint holders and the address to be used for the purposes of Section 9.01 shall be the address appearing on the register of shareholders in respect of such joint holding, or the first address so appearing if there are more than one.

9.05 PERSONS ENTITLED BY DEATH OR OPERATION OF LAW

Every person who by operation of law, transfer, death of a shareholder or by any other means whatsoever, shall become entitled to any share, shall be bound by every notice in respect of such share which shall have been duly given to the person from whom he derives his title to such share prior to his name and address being entered on the register of shareholders (whether such notice was given before or after the happening of the event upon which he became so entitled) and prior to his furnishing to the Corporation the proof of authority or evidence of his entitlement prescribed by the Act.

9.06 WAIVER OF NOTICE

Any shareholder (or his duly appointed proxyholder), director, officer, member of a committee of the board or auditor may at any time waive any notice required to be given under any provision of the Articles or by-laws of the Corporation or of the Act, or waive or abridge the time for any notice, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of shareholders or of the board which may be given in any manner.

SECTION TEN
VOTING RIGHTS

10.01 VOTING RIGHTS IN OTHER CORPORATIONS

The proper signing officers of the Corporation may execute and deliver instruments of proxy and arrange for the issuance of voting certificates or other evidence of the right to exercise the voting rights attaching to any securities held by the Corporation.

Such instruments, certificates or other evidence shall be in favour of such person or persons as may be determined by the officer signing them or arranging therefor. In addition, the board may from time to time direct the manner in which or the person or persons by whom any particular voting rights or class of voting rights may or shall be exercised.

All shares and securities beneficially owned by the Corporation may be issued and held in the name of the nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable the transfer thereof to be completed and registration thereof to be effective.

SECTION ELEVEN

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

11.01 LIMITATION OF LIABILITY

No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his own wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

11.02 INDEMNITY

Subject to the limitations contained in the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if:

(a) he acted honestly and in good faith with a view to the best interests of the Corporation; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

11.03 INSURANCE

Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.

MADE by the directors of the Corporation on the 26^th day of July, 2013.

SECRETARY

CONFIRMED by the shareholders of the Corporation on the __________day of __________________, 2013.

SECRETARY

BY-LAW NO. 2 - ADVANCE NOTICE BY-LAW

INTRODUCTION

The Corporation is committed to: (i) facilitating an orderly and efficient annual or, where the need arises, special meeting, process; (ii) ensuring that all shareholders receive adequate notice of director nominations and sufficient information with respect to all nominees; (iii) allowing the Corporation and shareholders to evaluate all nominees' qualifications and suitability as a director of the Corporation; and (iv) allowing shareholders to cast an informed vote.

The purpose of this Advance Notice By-law (the "By-law") is to provide shareholders, directors and management of the Corporation with guidance on the nomination of directors. This By-law is the framework by which the Corporation seeks to fix a deadline by which holders of record of common shares of the Corporation must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation for the notice to be in proper written form.

It is the position of the Corporation that this By-law is beneficial to shareholders and other stakeholders. This By-law will be subject to an annual review, and will reflect changes as required by securities regulatory agencies or stock exchanges, or so as to meet industry standards.

NOMINATIONS OF DIRECTORS

8. Nomination Procedures - Subject only to the Business Corporations Act (Ontario) (the "Act") and the articles of the Corporation (the "Articles"), only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation. Nominations of persons for election to the board of directors of the Corporation (the "Board") may be made at any annual meeting of shareholders, or at any special meeting of shareholders if one of the purposes for which the special meeting was called is the election of directors:

(a) by or at the direction of the Board, including pursuant to a notice of meeting;

(b) by or at the direction or request of one or more shareholders pursuant to a proposal made in accordance with the provisions of the Act, or a requisition of the shareholders made in accordance with the provisions of the Act; or

(c) by any person (a "Nominating Shareholder"): (A) who, at the close of business on the date of the giving of the notice provided for below in this By-law and on the record date for notice of such meeting, is entered in the securities register as a holder of one or more shares carrying the right to vote at such meeting or who beneficially owns shares that are entitled to be voted at such meeting; and (B) who complies with the notice procedures set forth below in this By-law.

9. Timely Notice - In addition to any other applicable requirements, for a nomination to be made by a Nominating Shareholder, the Nominating Shareholder must have given timely notice thereof in proper written form to the Secretary of the Corporation at the principal executive offices of the Corporation.

10. Manner of Timely Notice - To be timely, a Nominating Shareholder's notice to the Secretary of the Corporation must be made:

(a) in the case of an annual meeting of shareholders, not less than 30 nor more than 65 days prior to the date of the annual meeting of shareholders; provided, however, that in the event that the annual meeting of shareholders is to be held on a date that is less than 50 days after the date (the "Notice Date") on which the first public announcement of the date of the annual meeting was made, notice by the Nominating Shareholder may be made not later than the close of business on the tenth (10th) day following the Notice Date; and

(b) in the case of a special meeting (which is not also an annual meeting) of shareholders called for the purpose of electing directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of shareholders was made. In no event shall any adjournment or postponement of a meeting of shareholders or the announcement thereof commence a new time period for the giving of a Nominating Shareholder's notice as described above.

11. Proper Form of Timely Notice - To be in proper written form, a Nominating Shareholder's notice to the Secretary of the Corporation must set forth:

(a) as to each person whom the Nominating Shareholder proposes to nominate for election as a director: (A) the name, age, business address and residential address of the person; (B) the principal occupation or employment of the person; (C) the class or series and number of shares in the capital of the Corporation which are controlled or which are owned beneficially or of record by the person as of the record date for the meeting of shareholders (if such date shall then have been made publicly available and shall have occurred) and as of the date of such notice; and (D) any other information relating to the person that would be required to be disclosed in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below); and

(b) as to the Nominating Shareholder giving the notice, any proxy, contract, arrangement, understanding or relationship pursuant to which suchNominating Shareholder has a right to vote any shares of the Corporation and any other information relating to such Nominating Shareholder that would be required to be made in a dissident's proxy circular in connection with solicitations of proxies for election of directors pursuant to the Act and Applicable Securities Laws (as defined below).

The Corporation may require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an independent director of the Corporation or that could be material to a reasonable shareholder's understanding of the independence, or lack thereof, of such proposed nominee.

12. Eligibility for Nomination as a Director - No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the provisions of this By-law; provided, however, that nothing in this By-law shall be deemed to preclude discussion by a shareholder (as distinct from the nomination of directors) at a meeting of shareholders of any matter in respect of which it would have been entitled to submit a proposal pursuant to the provisions of the Act. The Chairman of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set forth in the foregoing provisions and, if any proposed nomination is, not in compliance with such foregoing provisions, to declare that such defective nomination shall be disregarded.

13. Terms - For purposes of this By-law:

(a) "public announcement" shall mean disclosure in a press release reported by a national news service in Canada, or in a document publicly filed by the Corporation under its profile on the System of Electronic Document Analysis and Retrieval at www.sedar.com; and

(b) "Applicable Securities Laws" means the applicable securities legislation of each relevant province and territory of Canada, as amended from time to time, the rules, regulations and forms made or promulgated under any such statute and the published national instruments, multilateral instruments, policies, bulletins and notices of the securities commission and similar regulatory authority of each province and territory of Canada.

14. Delivery of Notice - Notwithstanding any other provision of this By-law, notice given to the Secretary of the Corporation pursuant to this By-law may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Secretary of the Corporation for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary at the address of the principal executive offices of the Corporation; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (Toronto time) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.

15. Board Discretion - Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this By-law.

ENACTED AND MADE by the Board of directors of the Corporation the 20th day of August, 2018.

217 Queen Street West, Suite 401
Toronto, ON M5V 0R2
Main: 416.361.2515
Fax: 416.361.2519
www.irwinlowy.com

April 23, 2024

Zentek Ltd.

24 Corporate Ct

Guelph, Ontario N1G 5G5

Dear Sirs/Mesdames:

Re: Zentek Ltd. (the "Corporatio")

We have acted as Canadian legal counsel to the Corporation, a company formed under the laws of the Province of Ontario, in connection with the Corporation's Registration Statement on Form F-3 filed on the date hereof (the "Registration Statement") with the Securities and Exchange Commission (the "Commission") under the U.S. Securities Act of 1933, as amended (the "Act"), relating to the registration under the Act and the proposed issuance and sale from time to time by the Corporation of up to an aggregate offering amount of US$50,000,000 of the following securities: (i) common shares ("Common Shares"); (ii) warrants ("Warrants") to purchase other Securities (as defined hereinafter); and (iii) units ("Units" and together with the Common Shares and Warrants, the "Security" or the "Securities") comprised of one or more of the other Securities.

This opinion letter is being furnished to the Corporation in accordance with the requirements of Item 601(b)(5) of Regulation S-K.

The Securities may be issued and sold by the Corporation from time to time on a delayed or continuous basis pursuant to applicable provisions of Rule 415 under the Act, in amounts, at prices and on terms to be determined in light of market conditions at the time of sale, and as set forth in the Registration Statement, any amendment thereto, the prospectus contained therein (the "Base Prospectus") and any supplements to the Base Prospectus (each, together with the Base Prospectus, a "Prospectus"). This opinion letter is limited to the laws, including the rules and regulations, as in effect on the date hereof. We are basing this opinion on our understanding that, prior to issuing any Securities in connection with the Registration Statement, the Corporation will advise us in writing of the terms thereof and other information material thereto, will afford us an opportunity to review the operative documents pursuant to which such Securities are to be issued (including the relevant purchaser, underwriting or similar agreement, the relevant indenture or agreement creating the Securities, as applicable, the resolutions of the board of directors of the Corporation
(the "Board"), the Registration Statement, the Prospectus and the applicable supplement to the Prospectus, as then in effect) and will file such supplement or amendment to this opinion letter (if any) as we may reasonably consider necessary or appropriate with respect to such Securities. However, we undertake no responsibility to monitor the Corporation's future compliance with applicable laws, rules or regulations of the Commission or other governmental body.

In connection with this opinion, we have reviewed and relied upon the following:

(a) the Registration Statement;

(b) the Corporation's Articles of Incorporation (as amended), by-laws, records of the Corporation's corporate proceedings in connection with the filing of the Registration Statement; and

(c) such other documents, records, certificates, memoranda and other instruments as we deem necessary as a basis for this opinion.

The Securities are to be sold pursuant to a purchase, underwriting or similar agreement in substantially the form to be filed under a Report on Form 6-K. The Warrants will be issued under one or more warrant agreements or warrant indentures (each, a "Warrant Agreement"). The Units will be issued under one or more unit purchase agreements (each a "Unit Purchase Agreement").

With respect to the foregoing documents, we have assumed:

(a) the authenticity of all records, documents, and instruments submitted to us as originals;

(b) the genuineness of all signatures on all agreements, instruments and other documents submitted to us;

(c) the legal capacity and authority of all persons or entities (other than the Corporation) executing all agreements, instruments or other documents submitted to us;

(d) the authenticity and the conformity to the originals of all records, documents, and instruments submitted to us as copies;

(e) that the statements contained in the certificates and comparable documents of public officials, officers and representatives of the Corporation and other persons on which we have relied for purposes of this opinion are true and correct; and

(f) the due authorization, execution and delivery of all agreements, instruments and other documents by all parties thereto (other than the due authorization, execution and delivery of each such agreement, instrument and document by the Corporation).

We have also obtained from officers of the Corporation a certificate as to certain factual matters and, insofar as this opinion is based on matters of fact, we have relied on such certificate without independent investigation.

Our opinion is limited to law of the Province of Ontario, including all applicable provisions of the Business Corporations Act (Ontario) (the "Business Corporations Act"), and the federal laws of Canada applicable in the Province of Ontario. We have not considered, and have not expressed any opinion with regard to, or as to the effect of, any other law, rule, or regulation, state or federal, applicable to the Corporation. In particular, we express no opinion as to United States federal securities laws.

Based upon the foregoing and in reliance thereon, and subject to the qualifications and limitations set forth herein, we are of the opinion that:

1. With respect to Common Shares, when all necessary corporate action of the Corporation has been taken to approve an issuance of Common Shares, and certificates representing the Common Shares have been duly executed, countersigned, registered and delivered (or noncertificated Common Shares shall have been properly issued), either (i) in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration therefor provided for in such definitive purchase, underwriting or similar agreement, as applicable, or (ii) upon conversion, exchange or exercise of any other Security in accordance with the terms of such Security or the instrument governing such Security providing for the conversion, exchange or exercise as approved by the Board, for the consideration therefor set forth in the applicable agreement and approved by the Board, Common Shares, including the Common Shares that form a part of any Units, will be validly issued, fully paid and non-assessable.

2. With respect to Warrants to be issued under a Warrant Agreement, when all necessary corporate action of the Corporation has been taken to approve the issuance and terms of such Warrants, the terms of the offering thereof and related matters, the Warrant Agreement has been duly authorized, executed and delivered by the Corporation, and certificates representing such Warrants have been duly executed, issued and delivered in accordance with the terms of the Warrant Agreement and the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment (or delivery) of the consideration therefor provided for therein, such Warrants, including the Warrants that form a part of any Units, will constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.

3. With respect to the Units, when all necessary corporate action of the Corporation has been taken to approve and establish the terms of the Units and to authorize and approve the issuance of the Securities comprising the Units, the terms of the offering and related matters, the Unit Purchase Agreement has been duly authorized, validly executed and delivered by the parties thereto, and the certificates representing Units and/or the Securities comprising the Units have been duly executed and delivered in accordance with the applicable definitive purchase, underwriting or similar agreement approved by the Board, upon payment of the consideration provided therefor in the definitive purchase, underwriting or similar agreement as applicable and approved by the Board, the Units will constitute valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms.

The Corporation has informed us that it intends to issue Securities from time to time on a delayed or continuous basis. The opinions set forth above are limited to applicable laws as in effect on the date hereof. Prior to issuing any Securities pursuant to the Registration Statement (i) the Corporation will advise us in writing of the terms thereof, and (ii) the Corporation will afford us an opportunity to review the documents pursuant to which such Securities are to be issued or sold (including the applicable offering documents), and the Corporation will file such supplement or amendment to this opinion (if any) as we may reasonably consider necessary or appropriate.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our firm's name in the section of the Registration Statement and the Prospectus included therein entitled "Legal Matters" and on the cover pages. In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Act, or the rules and regulations of the Commission.

Yours very truly,

"/s/ Irwin Lowy LLP"

Irwin Lowy LLP

Consent of Independent Registered Public Accounting Firm

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement of our report dated June 29, 2023, relating to the consolidated financial statements of Zentek Ltd. ("the Company") appearing in the Company's Annual Report on Form 40-F for the year ended March 31, 2023. Our report contains an explanatory paragraph regarding the Company's ability to continue as a going concern.

We also consent to the reference to us under the caption "Experts" in the Prospectus.

/s/ "BDO Canada LLP"

BDO Canada LLP

Vancouver, Canada

April 23, 2024

Calculation of Filing Fee Tables

Form F-3

(Form Type)

Zentek Ltd.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Shares, no par value					0.00014760
Other	Warrants					0.00014760
Other	Units					0.00014760
Unallocated (Universal) Shelf		457(o)	⁽¹⁾	N/A	$50,000,000⁽²⁾⁽³⁾	0.00014760	$7,380.00
Total Offering Amounts					$50,000,000		$7,380.00
Total Fee Offsets							-
Net Fee Due							$7,380.00

(1) The Registrant is registering an indeterminate principal amount or number of its Common Shares, Warrants, and Units which may be offered in primary offerings from time to time at indeterminate prices, with an aggregate offering price not to exceed $50,000,000. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement shall also cover any additional securities to be offered or issued from stock splits, stock dividends, recapitalizations or similar transactions.

(2) Estimated solely for the purposes of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. The table does not specify by each class information as to the amount to be registered or the proposed maximum offering price per security. Any securities registered hereunder may be sold separately or in any combination with other securities registered hereunder.

(3) Also includes such indeterminate principal amount or number of securities as may be issued upon conversion of, or in exchange for, any class of securities registered hereunder that provide for conversion or exchange into one or more other classes of securities registered hereunder.