EX-99.1 2 exhibit99-1.htm EXHIBIT 99.1 Zentek Ltd.: Exhibit 99.1 - Filed by newsfilecorp.com

 

Zentek Ltd.

Condensed Interim Consolidated Financial Statements
For the three and six months ended September 30, 2025 and 2024

(Unaudited)

(Expressed in Canadian Dollars)

 


ZENTEK LTD.

SEPTEMBER 30, 2025 AND 2024 PAGE
Unaudited Condensed Interim Consolidated Statements of Financial Position 1
   
Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss 2
   
Unaudited Condensed Interim Consolidated Statements of Changes in Equity 3
   
Unaudited Condensed Interim Consolidated Statements of Cash Flows 4
   
Notes to the Unaudited Condensed Interim Consolidated Financial Statements 5-23


1

ZENTEK LTD.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

(Stated in Canadian Dollars)   As at
September 30,
2025
$
    As at
March 31,
2025
$
 
             
ASSETS            
Current assets            
Cash and cash equivalents [note 12]   1,334,600     121,481  
Accounts and other receivables - net [note 3]   226,220     1,202,745  
Inventories [note 4]   888,983     887,509  
Prepaids and deposits   298,301     278,051  
Property held for sale - net   -     1,878,107  
Total current assets   2,748,104     4,367,893  
             
Non-current assets            
Inventories [note 4]   1,294,339     1,294,339  
Property and equipment - net [note 5]   4,996,003     5,278,882  
Exploration and evaluation assets [note 6]   7,831,548     7,455,071  
Total non-current assets   14,121,890     14,028,292  
Total assets   16,869,994     18,396,185  
             
LIABILITIES            
Current liabilities            
Accounts payable and accrued liabilities [note 7]   3,132,455     2,966,264  
Current portion of lease liability [note 8]   183,573     171,990  
Current portion of long-term debt [note 9]   -     346,747  
Deferred government grants [note 16]   162,935     -  
Total current liabilities   3,478,963     3,485,001  
             
Non-current liabilities            
Lease liability [note 8]   67,058     161,737  
Convertible debentures [note 10]   1,637,770     -  
Total non-current liabilities   1,704,828     161,737  
Total liabilities   5,183,791     3,646,738  
             
SHAREHOLDERS' EQUITY            
Share capital [note 11(a)]   89,751,008     89,477,168  
Warrants [note 11(b)]   89,737     89,737  
Share-based payment reserve [note 11(c)]   8,164,565     8,563,163  
Shares to be issued [note 6(a)]   472,500     472,500  
Convertible debentures reserve [note 10]   439,331     -  
Deficit   (87,230,938 )   (83,853,121 )
Total shareholders' equity   11,686,203     14,749,447  
Total shareholders' equity and liabilities   16,869,994     18,396,185  
Nature of Business and Going Concern [note 1]            
Commitments and Contingencies [note 14]            

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.

These unaudited condensed interim consolidated financial statements were authorised for issue by the Board of Directors on November 13, 2025 

Approved on behalf of the Board of Directors:

"Eric Wallman" , Director 
   
"Matt Fontes" , Director


2

ZENTEK LTD.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS

(Stated in Canadian Dollars)   Three
Months
Ended
September 30,
2025

$
    Three
Months
Ended
September 30,
2024
$
    Six
Months
Ended
September 30,
2025
$
    Six
Months
Ended
September 30,
2024
$
 
                         
REVENUE                        
Net sales   6,204     15,692     64,001     21,181  
                         
COST OF SALES   3,225     217,732     33,826     232,920  
                         
GROSS MARGIN   2,979     (202,040 )   30,175     (211,739 )
                         
EXPENSES                        
Accretion expense   29,358     -     53,700     -  
Depreciation and amortisation [note 5]   135,090     154,101     269,425     306,964  
Consulting fees   370     33,063     6,525     74,975  
Directors fees [note 13]   59,373     63,125     122,498     126,250  
Insurance   78,918     96,559     156,600     196,440  
Investor relations and promotion   62,729     29,797     72,772     38,867  
Listing and filing fees   58,312     44,410     144,246     136,667  
Office expenses   23,834     27,673     45,801     55,962  
Professional fees   467,014     326,768     776,446     703,814  
Rent   95,164     74,523     180,950     148,883  
Research and development   267,909     128,165     408,703     96,744  
Salaries and benefits [note 13]   974,877     768,141     1,635,517     1,624,778  
Share-based compensation [notes 11(c) and 13]   69,303     274,015     190,865     992,237  
Supplies and materials   3,747     16,743     10,734     21,877  
Travel   43,222     34,569     79,122     54,001  
Other expenses [note 17]   76,858     60,194     147,216     111,272  
    2,446,078     2,131,846     4,301,120     4,689,731  
                         
Loss before other income (expenses)   (2,443,099 )   (2,333,886 )   (4,270,945 )   (4,901,470 )
                         
Interest income   14,501     32,640     26,415     73,253  
Interest expense   (34,997 )   (223,652 )   (71,799 )   (250,033 )
Gain (loss) on disposal of property [note 5]   (13,453 )   -     475,376     -  
Other income (expense)   (380 )   (520,131 )   1,177     (519,968 )
Government grants [note 16]   86,238     -     86,238     -  
Total other income (expense)   51,909     (711,143 )   517,407     (696,748 )
                         
Net loss and comprehensive loss for the period   (2,391,190 )   (3,045,029 )   (3,753,538 )   (5,598,218 )
                         
Basic and diluted net loss per share [note 15]   (0.02 )   (0.03 )   (0.04 )   (0.05 )

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


3

ZENTEK LTD.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Stated in Canadian Dollars)     Number of
Shares
    Share
Capital
$
    Warrants
$
    Share-Based
Payment
Reserve
$
    Shares to be
Issued
$
    Convertible
Debentures
Reserve
$
    Deficit
$
    Total
Shareholders'
Equity
$
 
                                                   
Balance as at March 31, 2024     100,819,577     86,105,945     -     10,216,329     472,500     -     (76,621,563 )   20,173,211  
Issuance of units [note 11(a)]     2,361,500     2,980,213     89,737     -     -     -     -     3,069,950  
Unit issue costs     -     (73,624 )   -     -     -     -     -     (73,624 )
Stock options exercised [note 11(a)]     943,338     312,000     -     (212,000 )   -     -     -     100,000  
Stock options expired [note 11(c)]     -     -     -     (1,223,450 )   -     -     1,223,450     -  
Shares purchased for cancellation [note 11(a)]     (59,600 )   (90,629 )   -     -     -     -     -     (90,629 )
Recognition of share-based compensation [note 11(c)]     -     -     -     992,237     -     -     -     992,237  
Net loss and comprehensive loss for the period     -     -     -     -     -     -     (5,598,218 )   (5,598,218 )
Balance as at September 30, 2024     104,064,815     89,233,905     89,737     9,773,116     472,500     -     (80,996,331 )   18,572,927  
                                                   
Balance as at March 31, 2025     104,390,928     89,477,168     89,737     8,563,163     472,500     -     (83,853,121 )   14,749,447  
Issuance of convertible debentures [note 10]     -     -     -     -     -     439,331     -     439,331  
Issuance of shares [note 11(a)]     15,989     20,098     -     -     -     -     -     20,098  
Stock options exercised [note 11(a)]     410,633     253,742     -     (213,742 )   -     -     -     40,000  
Stock options expired [note 11(c)]     -     -     -     (375,721 )   -     -     375,721     -  
Recognition of share-based compensation [note 11(c)]     -     -     -     190,865     -     -     -     190,865  
Net loss and comprehensive loss for the period     -     -     -     -     -     -     (3,753,538 )   (3,753,538 )
Balance as at September 30, 2025     104,817,550     89,751,008     89,737     8,164,565     472,500     439,331     (87,230,938 )   11,686,203  

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


4

ZENTEK LTD.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS

(Stated in Canadian Dollars)   Six
Months
Ended
September 30,
2025

$
    Six
Months
Ended
September 30,
2024
$
 
             
OPERATING ACTIVITIES            
Loss for the period   (3,753,538 )   (5,598,218 )
Items not affecting cash            
Accretion expense   53,700     -  
Convertible debenture accrued interest   47,398     -  
Depreciation and amortisation [note 5]   269,425     306,964  
Loan receivable accrued interest   -     (42 )
Gain on disposal of property   (475,376 )   -  
Share-based compensation [note 11(c)]   190,865     992,237  
Valuation allowance on inventory [note 4]   (7,000 )   168,825  
Net change in non-cash working capital balances [note 12]   1,290,927     884,094  
Cash flows used in operating activities   (2,383,599 )   (3,246,140 )
             
INVESTING ACTIVITIES            
Loan receivable advanced   -     (2,587 )
Loan receivable repayment   -     14,413  
Mineral exploration and evaluation expenditures capitalised   (376,477 )   (63,152 )
Proceeds on sale of property   2,366,936     -  
Cash flows from (used in) investing activities   1,990,459     (51,326 )
             
FINANCING ACTIVITIES            
Payments on lease liability [note 8]   (83,095 )   (72,917 )
Payments on long-term debt [note 9]   (346,747 )   (246,192 )
Net proceeds from convertible debentures issued [note 10]   1,976,003     -  
Proceeds from stock options exercised [note 11(a)]   40,000     100,000  
Shares issued [note 11(a)]   20,098     -  
Shares purchased for cancellation [note 11(a)]   -     (90,629 )
Units issued [note 11(a)]   -     3,069,950  
Unit issue costs   -     (48,994 )
Cash flows from financing activities   1,606,259     2,711,218  
             
Change in cash and cash equivalents during the period   1,213,119     (586,248 )
Cash and cash equivalents, beginning of period   121,481     3,521,420  
Cash and cash equivalents, end of period   1,334,600     2,935,172  

Supplementary disclosures - see note 12

The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.


5
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

1. NATURE OF BUSINESS AND GOING CONCERN

Zentek Ltd. (the "Company") was incorporated on July 29, 2008 under the laws of the province of Ontario, Canada. The principal business of the Company is to develop opportunities in the graphene and related nano-materials industry based on its intellectual property, patents and Albany graphite. The address of the Company's executive office is 24 Corporate Court, Guelph, Ontario, N1G 5G5, Canada.

The Company is an emerging high-tech nano-graphite and graphene materials company based in Guelph, Ontario, Canada. The current focus is to bring to market innovative products including surgical masks and HVAC filters with the Company's ZenGUARDTM coating, Rapid Detection Point of Care diagnostics tests and continue to develop potential pharmaceutical products based on its patent-pending graphene-based compound.

The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of exploration properties and the Company's continued existence is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing, if necessary, or alternatively upon the Company's ability to dispose of its interests on an advantageous basis. Changes in future conditions could require material write downs of the carrying values.

Although the Company has taken steps to verify title to the properties on which it is conducting exploration and in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures do not guarantee the Company's title. Property title may be subject to unregistered prior agreements, social licensing requirements and non-compliance with regulatory requirements. The Company's assets may also be subject to increases in taxes and royalties, renegotiation of contracts, and political uncertainty.

The Company's operating segments are organized into the following reportable segments:

- Intellectual Property Development - Includes manufacturing and distribution of graphene related products.

- Biotech - Includes service revenue generated through aptamer technology.

- Albany Project - Includes the exploration and evaluation asset and mineral exploration activities.

- Unallocated Corporate Costs - Includes corporate activities and certain unallocated costs.

During the year ended March 31, 2025, the Company adopted segment reporting as a result of revenue being recognized in an additional segment. The comparative figures have been restated to reflect the change in segment reporting.

These unaudited condensed interim consolidated financial statements of the Company for the three and six months ended September 30, 2025 were approved and authorised for issue by the Board of Directors on November 13, 2025.

The technology industry presents a high degree of risk and there can be no assurance that the Company's research and development will result in profitable operations. The Company's ability to meet its obligations arising from normal business operations, continue its research and development, and generate future profits is dependent upon its ability to obtain necessary financing. While the Company has been successful at raising funds in the past, there can be no assurance that it will be able to do so in the future. These consolidated financial statements are prepared on a going concern basis, which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of operations


6
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

1. NATURE OF BUSINESS AND GOING CONCERN (continued)

As at September 30, 2025, the Company had not yet achieved profitable operations and had an accumulated deficit of $87,230,938 and expects to incur further losses in the development of its business. These events and conditions indicate that a material uncertainty exists that may cast substantial doubt on the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent on obtaining continued financial support, obtaining financing, or generating profitable operations in the future. Management is committed to raising additional capital to meet its obligations; however, additional debt and/or equity financing is subject to the global financial markets and economic conditions.

These unaudited condensed interim consolidated financial statements do not reflect the adjustments to the carrying value of assets and liabilities, the reported revenues and expenses, and the statement of financial position classifications that would be necessary if the going concern assumption was not appropriate. Any adjustments necessary to the consolidated financial statements if the Company ceases to be a going concern could be material.

2. BASIS OF PRESENTATION

These unaudited condensed interim consolidated financial statements have been prepared in accordance with International Accounting Standard 34 - Interim Financial Reporting ("IAS 34") as issued by the International Accounting Standards Board ("IASB") and have been condensed with certain disclosures from the Company's audited consolidated financial statements for the year ended March 31, 2025 (the "Annual Financial Statements") omitted. Accordingly, these unaudited condensed interim consolidated financial statements should be read in conjunction with the Annual Financial Statements.

These unaudited condensed interim consolidated financial statements consolidate the accounts of the Company and all of its subsidiaries. The Company has the following wholly owned subsidiaries: Triera Biosciences Ltd., 1000114904 Ontario Inc., Zentek USA Inc. and Albany Graphite Corp.


7
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

2. BASIS OF PRESENTATION (continued)

a) Changes in accounting policies

The accounting policies applied in the preparation of these unaudited condensed interim consolidated financial statements are consistent with those applied and disclosed in the Company's audited consolidated financial statements for the year ended March 31, 2025 in addition to the new standards and amendments adopted as detailed below.

Certain IFRS accounting standards were issued that were mandatory for accounting periods beginning on or after April 1, 2025. Many have been excluded as management does not expect them to have a material effect. The following amendments are effective for the year beginning April 1, 2025:

IAS 21 - The Effects of Changes in Foreign Exchange Rates
In August 2023, the International Accounting Standards Board (IASB) issued narrow-scope amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates, which were incorporated into Part I of the CPA Canada Handbook - Accounting in November 2023. The amendments specify how to determine whether a currency is exchangeable into another currency and how to determine the spot exchange rate when a currency lacks exchangeability.

A currency is exchangeable into another currency when an entity is able to obtain the other currency within a time frame that allows for a normal administrative delay and through a market or exchange mechanism in which an exchange transaction would create enforceable rights and obligations.

An entity assesses whether a currency is exchangeable into another currency at the measurement date and for a specified purpose. If an entity is able to obtain no more than an insignificant amount of the other currency at the measurement date for the specified purpose, the currency is not exchangeable into the other currency.

When a currency is not exchangeable into another currency at a measurement date, an entity is required to estimate the spot exchange rate as the rate at which an orderly exchange transaction would take place at the measurement date between market participants under prevailing economic conditions.

When an entity estimates a spot exchange rate because a currency is not exchangeable into another currency, the amendments require an entity to disclose information that enables the users of the financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to affect, the entity's financial performance, financial position and cash flows, including the risks to which the entity is exposed because of the currency not being exchangeable into the other currency.

There was no material impact to the financial statement of the Company upon adoption of this standard.

b) Future changes in accounting standards
There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Company has decided not to adopt early.

The following amendments are effective for the year beginning April 1, 2026:

Classification and Measurement of Financial Instruments (Amendments to IFRS 7 Financial Instruments: Disclosures and IFRS 9 Financial Instruments)

The following amendments are effective for the year beginning April 1, 2027:

IFRS 18 Presentation and Disclosure in Financial Statements (New)

The Company is currently assessing the impact of these new accounting standards and amendments.


8
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

2. BASIS OF PRESENTATION (continued)

c) Significant judgements
In preparing the Company's unaudited condensed interim consolidated financial statements for the three and six months ended September 30, 2025, the Company applied the critical judgements and estimates disclosed in Note 3 of its audited consolidated financial statements for the year ended March 31, 2025.

d) Convertible debentures

The Company's convertible debentures are segregated into their debt and equity elements at the date of issue, based on their initial fair values. The debt element of the instruments is classified as a liability, and recorded as the present value of the Company's obligation to make future interest payments in cash, and settle the redemption value of the instrument in cash or shares. The carrying value of the debt element is accreted to the original face value of the instruments, over their deemed life, using the effective interest method. The equity element equals the difference between the fair value of the convertible debenture as a whole and the fair value of the liability element.

On conversion, if the Company settles in shares, the carrying amount of the equity element and the carrying amount of the debt element, including any accrued interest, are reclassified to share capital. Alternatively, if the Company settles in cash, any gain/loss arising from extinguishment of the debentures are recorded in profit (loss) of the current year. Any gain/loss arising from the settlement of the equity element is recognized in equity.

In the event that the instruments are not converted and the conversion option expires at maturity, the Company accounts for the settlement of the instruments at redemption value, which is equal to the stated principal amount of the instruments. The debt element is derecognized, and the carrying amount of the equity element is reclassified to contributed equity. If the Company settles the debt element through issuance of shares, the redemption value of the debt element is credited to share capital.

3. ACCOUNTS AND OTHER RECEIVABLES

    September 30,
2025

$
    March 31,
2025
$
 
             
HST recoverable   122,102     345,422  
Other receivables   1,081     3,333  
Accrued interest receivable on guaranteed investment certificates   10,749     62  
Trade receivables   92,288     853,928  
Total accounts and other receivables   226,220     1,202,745  


9
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

4. INVENTORIES

    September 30,
2025
$
    March 31,
2025
$
 
Raw materials   2,201,921     2,193,242  
Finished goods   314,401     328,606  
Allowance for impairment   (333,000 )   (340,000 )
Total inventories   2,183,322     2,181,848  
Less: non-current portion   (1,294,339 )   (1,294,339 )
Total current portion of inventories   888,983     887,509  

The change in the allowance for impairment of inventory in the amount of $(7,000) (March 31, 2025: $136,447) was recognized as an expense reduction and included in cost of sales.

The amount of inventories recognised as an expense and included in cost of sales for the three months ended September 30, 2025 was $3,225 (2024: $217,732) and for the six months ended September 30, 2025 was $33,826 (2024: $232,920).

5. PROPERTY AND EQUIPMENT

The following is a reconciliation of changes in the balances of property and equipment for the six-month period ended September 30, 2025.

    Property and
Equipment
    Right-of-use
Assets
    Total  
Property and equipment as at March 31, 2025   4,983,878     295,004     5,278,882  
Less: depreciation   (188,389 )   (81,036 )   (269,425 )
Less: disposals   (13,454 )   -     (13,454 )
Less: property held for sale   -     -     -  
Plus: purchases   -     -     -  
Property and equipment as at September 30, 2025   4,782,035     213,968     4,996,003  

The following is a reconciliation of gain on disposal of property for the six-month period ended September 30, 2025.

Cost of disposed property   2,089,994  
Accumulated amortization of disposed property   (198,434 )
Net book value of disposed property   1,891,560  
Net proceeds on disposition of property   2,366,936  
Gain on disposal of property   475,376  

The following is a reconciliation of changes in the balances of property and equipment for the six-month period ended September 30, 2024.

    Property and
Equipment
    Right-of-use
Assets
    Total  
Property and equipment as at March 31, 2024   7,315,571     454,886     7,770,457  
Less: depreciation   (226,366 )   (80,598 )   (306,964 )
Property and equipment as at September 30, 2024   7,089,205     374,288     7,463,493  

The Company's property and equipment includes an asset under construction in the amount of $52,709 (March 31, 2025: $52,709) related to costs incurred for a production line at the silver-graphene oxide pilot plant. Depreciation was not recorded on assets under construction until they were put into use.


10
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

6. EXPLORATION AND EVALUATION PROPERTY

The 100%-owned Albany Graphite Deposit (the "Albany Property") consists of 521 mining claims held by the Company's subsidiary Albany Graphite Corp. and is located north of Lake Superior and southwest of James Bay in Northern Ontario, Canada. During the year ended March 31, 2013, the Company reached an agreement with the optionor pursuant to the following terms and conditions:

a) The Company will issue to the optionor a total of 1,250,000 common shares. Total shares remaining to be issued are 750,000 common shares valued at $472,500 based on their fair market value on the date of the agreement;

b) The Company granted the optionor a net smelter return royalty of 0.75% on the 4F claim block, of which 0.5% can be purchased at any time for $500,000; and

c) The agreement provides a clawback right that allows the optionor to reduce the Company's interest in the other claims to 30% subsequent to the exercise of the second option by giving notice within 30 days that the optionor intends to commence sole funding up to completion of a feasibility study within 48 months and within 30 days deliver a payment of $27,500,000.

Albany Property      
    $  
Balance at March 31, 2024   7,271,857  
Expenditures capitalized   63,152  
Balance at September 30, 2024   7,335,009  
       
Balance at March 31, 2025   7,455,071  
Expenditures capitalized   376,477  
Balance at September 30, 2025   7,831,548  


11
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

7. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

    September 30,
2025

$
    March 31,
2025
$
 
             
Trade payables   1,533,591     2,006,918  
Accrued liabilities   1,167,130     439,346  
Flow-through share subscribers' income tax   398,427     427,000  
Part XII.6 tax payable   33,307     93,000  
Total accounts payable and accrued liabilities   3,132,455     2,966,264  

In January 2025, the Canada Revenue Agency ("CRA") completed its audit of the Company's 2018 and 2019 renunciation of certain Canadian exploration expenses ("CEE") in favour of subscribers of flow-through share private placements that closed on December 21, 2018 and December 20, 2019 (the "Flow-Through Financings") for aggregate proceeds of $4,210,000.

In February 2025, the Company received a Notice of Reassessment ("NOR") from CRA in respect of its 2018 Flow-Through Financing. This NOR assessed a reduction in amounts previously renounced and resulted in additional Part XII.6 tax of $59,693.

The Company has not yet received a NOR for the amounts renounced in the 2019 Flow-Through Financing. As a result, further amendments to the flow-through share expenditures renounced for the period from March 31, 2019 to March 31, 2022, may occur.

The Company has estimated its potential Part XII.6 liability as a result of the CRA audit to be $93,000. The reduction in previously provided renunciations may also result in an additional obligation for the Company to indemnify certain flow-through shareholders due to reductions in previously flowed through CEE deductions. Management has estimated this indemnification obligation to be $427,000.

A provision of $431,734 has been recognized for this liability and is included in accounts payable and accrued liabilities. $33,307 of this liability consists of management's estimate of Part XII.6 tax owing and $398,427 consists of management's estimate of the Company's indemnification obligation.

A continuity of the potential estimated liability associated with the CRA notices of reassessment is shown below:

Total estimated Part XII.6 liability $ 93,000  
Payments made to date $ (59,693 )
Estimated Part XII.6 liability as at September 30, 2025 $ 33,307  
Total estimated indemnification obligation $ 427,000  
Payments made to date $ (28,573 )
Estimated indemnification obligation as at September 30, 2025 $ 398,427  


12
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

8. LEASE LIABILITY

During the year ended March 31, 2021, the Company entered into a lease agreement for its manufacturing facility in Guelph, Ontario. The initial term of the lease was for three years commencing on February 1, 2021, subject to a right of extension. In July 2023, the Company acted upon the renewal option for an additional 36 months, extending to January 31, 2027.

The lease liability relates to the above noted agreement. The lease liability as at September 30, 2025 and March 31, 2025 is as follows:

    September 30,
2025
$
    March 31,
2025
$
 
Lease liability   250,631     333,727  
Less: current portion   (183,573 )   (171,990 )
Long-term portion   67,058     161,737  

Interest expense recognised on the lease liability for the three and six-month periods ended September 30, 2025 was $9,132 and $19,624 respectively (2024: $14,304 and $29,803).

9. LONG-TERM DEBT

Pursuant to an asset purchase agreement dated February 10, 2022, the Company acquired the land, building and chattels at 24 Corporate Court in Guelph, Ontario for cash consideration of $351,000 and assumed a mortgage of $1,949,000. The mortgage was assumed in a vendor-take-back agreement with the seller of the property who is an insignificant shareholder and not an insider of the Company. There are no financial covenants associated with this agreement. On April 1, 2023, the repayment terms were renegotiated to extend the amortisation period by an additional 12 months to March 1, 2025 and reduce the monthly installment from $85,504 to $43,764, including interest at 5% per annum. On October 1, 2023, the repayment terms were amended with payments moving to interest only for the next six months ending March 1, 2024. As a result, the loan repayment was further extended by seven months with a new maturity date of October 1, 2025. The Company did not consider this extension to be a substantial modification to the vendor-take-back agreement. On March 20, 2025, the Company and the lender agreed to suspend further payments, including interest only payments, until after the property held for sale closed.

    September 30,     March 31,  
    2025     2025  
    $     $  
             
First mortgage payable in monthly installments of $43,764 including interest at 5% per annum. Balance fully repaid on May 15, 2025 using the proceeds from the sale of 24 Corporate Court.   -     346,747  
Less current portion   -     (346,747 )
Total long-term debt   -     -  


13
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

10. CONVERTIBLE DEBENTURES

On April 9, 2025, the Company completed a non-brokered private placement (the "Offering") of debenture units (the "Debenture Units") through the issuance of 2,000 Debenture Units for gross proceeds of $2,000,000.

Each Debenture Unit consists of: (i) $1,000 principal amount of 5% secured convertible debentures of the Company (each, a "Convertible Debenture"); and (ii) 454 warrants (the "Warrants") to purchase common shares in the capital of the Company (the "Common Shares"). Each Convertible Debenture will mature on April 9, 2028, (the "Maturity Date") and bears interest at a rate of 5% per annum payable as a balloon payment on the Maturity Date. Each Convertible Debenture is convertible at the option of the holder, in whole or in part, into Common Shares, at any time prior to the Maturity Date at a conversion price of $2.20 per Common Share (the "Conversion Price"). The Company has the option to force the conversion of the Convertible Debentures into Common Shares at the Conversion Price at any time after the second anniversary of closing and prior to the Maturity Date in the event that the volume weighted average trading price of the Common Shares on the TSX Venture Exchange (the "TSXV") for the preceding 30 business days exceeds $4.40.

The Convertible Debentures are secured by the Company's interest in the Albany Property [Note 6], with a first ranking above all other creditors or loans by the Company.

The following inputs were used to fair value the debenture units and their associated components:

Terms of loan       
Inception date   April 9, 2025  
Valuation date   April 9, 2025  
Maturity date   April 9, 2028  
Term   3 years  
Principal amount $ 2,000,000  
Coupon rate 5% per annum  
Underlying share price $ 1.42  
Conversion price $ 2.20  
Conversion cap price (between April 9, 2027 and maturity date) $ 4.40  
Risk-free rate   2.47%  
Volatility   66.16%  
Market Inputs   11.05%  
CAD OIS Risk-free curve credit spread      
Valuation results $ 1,555,334  
Fair value of the debt component      
Less: transaction costs $ (18,662 )
Add: accretion expense $ 53,700  
Add: accrued interest $ 47,398  
Total value of the debt component as at September 30, 2025 $ 1,637,770  
       
Fair value of the equity component      
Embedded holder conversion option $ 399,380  
Embedded issuer's conversion option $ (4,833 )
Free-standing warrants $ 50,119  
Less: transaction costs $ (5,335 )
Total fair value of the equity component $ 439,331  


14
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

11. SHARE CAPITAL

(a) Share Capital
The Company is authorised to issue an unlimited number of common shares, with no par value.

During the six months ended September 30, 2025, the Company issued 410,633 common shares in connection with the exercise of 642,084 options (2024: 943,338 common shares on exercise of 1,225,000 options). The carrying value of the options, being $213,742 (2024: $212,000), was removed from share-based payment reserve and added to share capital. Of the 642,084 (2024: 1,225,000) options exercised, 542,084 (2024: 975,000) were exercised using a "cashless" exercise method whereby 231,451 (2024: 281,662) fewer shares were issued than exercised as compensation for the $323,467 (2024: $390,000) that would have otherwise been received by the Company upon exercise.

During the six months ended September 30, 2025, the Company also issued 15,989 (2024: nil) common shares for gross proceeds of $20,098 (2024: nil) through an at-the-market offering.

During the six months ended September 30, 2024, the Company completed a private placement in which a total of 2,361,500 units were issued at $1.30 per unit for gross proceeds of $3,069,950. Each unit consisted of one common share and one-half of one common share purchase warrant with each whole warrant exercisable at $3.00 per a period of two years. Unit issue costs associated with this private placement totaled $73,624.

On August 14, 2024, the Company announced a normal course issuer bid for up to 5,084,319 common shares of the Company over a period of one year, being approximately 5% of the Company's issued and outstanding common shares, with up to 2,033,727 common shares of the Company purchasable over any 30-day period, being 2% of the Company's issued and outstanding common shares. During the six months ended September 30, 2025, the Company purchased, and subsequently cancelled, nil (2024: 59,600) of its own common shares at a cost of $nil (2024: $90,629).

(b) Share Purchase Warrants
Details of share purchase warrants outstanding as at September 30, 2025 are as follows:

    Exercise     Grant Date     Jun-30  
    Price     Fair Value     2025  
Expiry Date   $     $     #  
                   
August 19, 2026   3.00     89,737     1,180,750  

The following is a summary of warrants activity for the periods ended September 30, 2025 and March 31, 2025:

    Six months ended
September 30, 2025
    Year ended
March 31, 2025
 
    Number     Weighted
average
exercise price
    Number     Weighted
average
exercise price
 
          $           $  
Balance, beginning of period   1,180,750     3.00     -     -  
Granted   908,000     2.20     1,180,750     3.00  
Balance, end of period   2,088,750     2.65     1,180,750     3.00  


15
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

11. SHARE CAPITAL

(b) Share Purchase Warrants (continued)

The grant date fair value of the 1,180,750 warrants was $0.08. The fair value of these warrants was estimated on the grant date using the Black-Scholes option pricing model with the following assumptions: expected dividend yield of 0%; expected volatility of 49%; risk-free interest rate of 3.3%; and expected life of 2 years.

The 908,000 warrants issued during the six months ended September 30, 2025 were valued at $42,393 as part of the issuance of convertible debentures. This value has been included in the convertible debentures reserve on the statement of financial position.

(c) Stock Options and Share-Based Payment Reserve
The Company did not issue any stock options during the six month period ended September 30, 2025.

During the six month period ended September 30, 2024, the Company issued 2,000,000 stock options to a number of consultants, employees and directors at exercise prices ranging from $1.42 to $1.52. The grant date fair value of these stock options was $1,802,247. The vesting period for the stock options issued was as follows: 621,250 at the date of issuance; 661,250 after 12 months from the date of issuance; 621,250 after 24 months from the date of issuance; and 96,250 after 36 months from the date of issuance.

In addition, during the six month period ended September 30, 2024, the Company's subsidiary, Triera Biosciences Ltd. ("Triera"), issued 5,000 stock options to a consultant at an exercise price of $1.00. The grant date fair value of these stock options was determined to be trivial and no stock-based compensation was recorded in relation to these options. The vesting period for the Triera stock options issued was as follows: 1,667 on June 1, 2024; 1,667 on June 1, 2025; and 1,666 on June 1, 2026.

The grant date fair value of the stock options was calculated using the Black-Scholes option pricing model. A summary of the inputs used to value the options issued during the six months ended September 30 is presented below:

    Triera       The Company  
    Sept 30, 2025     Sept 30, 2024       Sept 30, 2025     Sept 30, 2024  
Expected dividend yield   N/A     0%       N/A     0%  
Expected volatility   N/A     98% to 120%       N/A     62% to 77%  
Expected forfeiture rate   N/A     0%       N/A     7%  
Risk-free interest rate   N/A     4.50%       N/A     4.0% to 4.5%  
Expected life   N/A     3 years       N/A     3 to 5 years  

The Company's computation of expected volatility for the six months ended September 30, 2025 and 2024 is based on the Company's market close price over a prior period equal to the expected life of the options except for the volatility of the Triera options which is based on a comparable publicly traded company.


16
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

11. SHARE CAPITAL

(c) Stock Options and Share-Based Payment Reserve (continued)

The Company applies the fair value method of accounting for share-based payment awards to directors, officers, employees and non-employees. Accordingly, the following amounts have been recognised as compensation expense and under capital stock as share-based payment reserve:

    Three months
Ended
September 30,
2025
    Three months
Ended
September 30,
2024
    Six months
Ended
September 30,
2025
    Six months
Ended
September 30,
2024
 
    $     $     $     $  
                         
Share-based compensation expense   69,303     274,015     190,865     992,237  

Stock option and share-based payment activity of the Company for the periods ended September 30, 2025 and March 31, 2025 are summarised as follows:

    Six months ended
September 30, 2025
    Year ended
March 31, 2025
 
    Number     Weighted
average
exercise price
    Number     Weighted
average
exercise price
 
          $           $  
                         
Balance, beginning of period   6,123,334     2.32     7,098,334     2.37  
Granted   -     -     2,000,000     1.52  
Exercised   (642,084 )   0.57     (1,700,000 )   0.45  
Expired   (276,250 )   2.35     (1,275,000 )   3.84  
Balance, end of period   5,205,000     2.54     6,123,334     2.32  

At September 30, 2025, outstanding options to acquire common shares of the Company were as follows:

    Options Outstanding     Options Exercisable  
Range of exercise Prices
CAD$
  Number
Outstanding
as at Sept 30,
2025
    Weighted
Average
Remaining
Contractual
Life (years)
    Weighted
Average
Exercise
Price
CAD$
    Number
Outstanding
as at Sept 30,
2025
    Weighted
Average
Exercise
Price
CAD$
 
$1.01 - $4.00   4,180,000     2.36   $ 2.11     3,547,500   $ 2.21  
$4.01 - $5.67   1,025,000     1.29   $ 4.27     1,025,000   $ 4.27  
Totals   5,205,000     2.15   $ 2.54     4,572,500   $ 2.68  


17
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

11. SHARE CAPITAL

(c) Stock Options and Share-Based Payment Reserve (continued)

At March 31, 2025, outstanding options to acquire common shares of the Company were as follows:

    Options Outstanding     Options Exercisable  
Range of exercise Prices
CAD$
  Number
Outstanding
as at Mar 31,
2025
    Weighted
Average
Remaining
Contractual
Life (years)
    Weighted
Average
Exercise
Price
CAD$
    Number
Outstanding
as at Mar 31,
2025
    Weighted
Average
Exercise
Price
CAD$
 
$0.40 - $1.00   633,334     0.28   $ 0.55     633,334   $ 0.55  
$1.01 - $4.00   4,465,000     2.75   $ 2.12     3,135,416   $ 2.37  
$4.01 - $5.67   1,025,000     1.79   $ 4.27     1,025,000   $ 4.27  
Totals   6,123,334     2.33   $ 2.32     4,793,750   $ 2.54  

Stock option and share-based payment activity of the Company's subsidiary, Triera, for the periods ended September 30, 2025 and March 31, 2025 are summarised as follows:

    Six months ended
September 30, 2025
    Year ended
March 31, 2025
 
 
          Weighted           Weighted  
          average           average  
    Number     exercise price     Number     exercise price  
    $     $              
Balance, beginning of period   190,000     1.00     195,000     1.00  
Granted   -     -     5,000     1.00  
Exercised   -     -     -     -  
Expired   -     -     (10,000 )   1.00  
Balance, end of period   190,000     1.00     190,000     1.00  

At September 30, 2025, outstanding options to acquire common shares of the Company's subsidiary, Triera, were as follows:

    Options Outstanding     Options Exercisable  
                               
          Weighted     Weighted           Weighted  
    Number     Average     Average     Number     Average  
    Outstanding     Remaining     Exercise     Outstanding     Exercise  
Range of exercise Prices   as at Sept 30,     Contractual     Price     as at Sept 30,     Price  
CAD$   2025     Life (years)     CAD$     2025     CAD$  
$0.00 - $1.00   190,000     2.80    $ 1.00     188,333   $ 1.00  

18
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

11. SHARE CAPITAL

(c) Stock Options and Share-Based Payment Reserve (continued)

At March 31, 2025, outstanding options to acquire common shares of the Company's subsidiary, Triera, were as follows:

    Options Outstanding     Options Exercisable  
                               
          Weighted     Weighted           Weighted  
    Number     Average     Average     Number     Average  
    Outstanding     Remaining     Exercise     Outstanding     Exercise  
Range of exercise Prices   as at March 31,     Contractual     Price     as at March 31,     Price  
CAD$   2025     Life (years)     CAD$     2025     CAD$  
$0.00 - $1.00   190,000     3.22   $ 1.00     186,666   $ 1.00  

12. SUPPLEMENTAL DISCLOSURES ON STATEMENTS OF CASH FLOWS

Changes in non-cash working capital balances consist of:

    September 30,
2025
$
    September 30,
2024
$
 
             
Accounts and other receivables   976,525     48,597  
Inventories   5,526     50,746  
Prepaids and deposits   (20,250 )   215,510  
Accounts payable and accrued liabilities   166,191     569,241  
Deferred government grants   162,935     -  
Total change in non-cash working capital balances   1,290,927     884,094  

During the six months ended September 30, 2025, 542,084 (2024: 975,000) stock options were exercised using a "cashless" exercise method whereby 231,451 (2024: 281,662) fewer shares were issued than options exercised as compensation for the $323,467 (2024: $390,000) in cash that would have otherwise been received by the Company upon exercise.

Cash and cash equivalents are comprised of:   September 30,
2025
$
    March 31,
2025
$
 
             
Cash in bank   334,600     121,481  
Cashable guaranteed investment certificate, variable rate, maturing May 20, 2026   1,000,000     -  
Total cash and cash equivalents   1,334,600     121,481  


19
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
 

13. RELATED PARTY TRANSACTIONS

Key management personnel are those persons having authority and responsibility for planning, directing and controlling the activities of the Company directly or indirectly, including any directors (executive and non-executive) of the Company.

The Company defines key management personnel as its key executive management and Board of Directors. In addition to their salaries, the Company provides a benefit plan and other allowances to its key management personnel. Key management personnel are also granted stock options at the discretion of the Board of Directors.

On September 3, 2025, the Company’s CEO resigned his position as CEO and as a member of the Board of Directors effective immediately, to become the full-time CEO of Altek Advanced Materials Inc. (“Altek”), a Nevada incorporated private company focused on the commercialization of advanced material technologies in the United States of which the Company’s former CEO owns more than a 50% beneficial equity interest.  The Company has entered into a non-arm’s length, binding letter of intent with Altek to negotiate one or more non-exclusive licensing agreements relating to the Company’s various technologies.  On October 6, 2025, the Company’s Chief Science Officer joined the board of Altek as a director.

The remuneration of key management personnel during the three and six months ended September 30, 2025 and 2024 were as follows:

    Three months
Ended

September 30,
2025
    Three months
Ended
September 30,
2024
    Six months
Ended
September 30,
2025
    Six months
Ended
September 30,
2024
 
    $     $     $     $  
                         
Directors fees   59,373     63,125     122,498     126,250  
Salaries and benefits   247,083     263,750     475,833     536,875  
Share-based compensation   53,601     218,182     201,007     826,082  
Total remuneration of key management personnel   360,057     545,057     799,338     1,489,207  


20
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

14. COMMITMENTS AND CONTINGENCIES

a) Environmental Contingencies
The Company's activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and generally becoming more restrictive. The Company believes its operations are materially in compliance with all applicable laws and regulations.

b) Research Agreements
The Company has entered various agreements with arms' length parties pertaining to ongoing science efforts in pursuit of research and/or development and intellectual property with the objective of profitably bringing products to market. Many of the counterparties to these agreements are Canadian universities and affiliated individuals. These agreements can be generalized as having 'no fault' termination clauses regarding ongoing commitments and future liability when the Company determines that the pursuit becomes ineffective or unlikely to result in a profitable or commercially-viable product.

Under certain of these technology license agreements with Canadian universities, the Company has an obligation to pay royalties on revenues from any subject technologies. No such revenues have been earned to date.

c) Contingent liabilities
In September 2018, the Company received a statement of claim from a former employee. The Company is in the process of defending the claim, but views the claim as unmeritorious. On March 24, 2020, the Company commenced an action claim against the former employee for relief relating to contracts and transactions between that employee and the Company, seeking to set aside those agreements and, where applicable, seeking disgorgement of unspecified amounts relating to benefits obtained under those agreements. Although there can be no assurance that any particular claim will be resolved in the Company's favour, management does not believe that the outcome of any claim or potential claims of which it is currently aware will have a material adverse effect on the Company. The trial commenced on October 21, 2024 and closing submissions were held on January 17, 2025.

15. NET LOSS PER SHARE

Basic net loss per share figures are calculated using the weighted average number of common shares outstanding. The weighted average number of common shares issued and outstanding for the three and six months ended September 30, 2025 is 104,717,641 and 104,650,492 respectively (2024: 102,670,152 and 101,798,008). Diluted net loss per share figures are calculated after taking into account all warrants and stock options granted. For the three and six months ended September 30, 2025 and September 30, 2024, all stock options and warrants were excluded from the diluted per share amounts as their effect is anti-dilutive in loss periods.


21
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

16. GOVERNMENT GRANTS

The Company has entered into an agreement with Critical Minerals Innovation Fund under which the Company is entitled to receive assistance and cost recoveries to a maximum of $500,000 for work on Albany Graphite purification and anode material development project.

Government grants received or receivable during the three and six months ended September 30, 2025 and 2024 were as follows:

    Three months
Ended
September 30
    Three months
Ended
September 30,
    Six months
Ended
September 30,
    Six months
Ended
September 30,
 
    2025     2024     2025     2024  
    $     $     $     $  
                         
Critical Minerals Innovation Fund   49,173     -     249,173     -  
Total government grants received or receivable   49,173     -     249,173     -  

Unspent grant funds received of $162,935 have been deferred at September 30, 2025 and recognized as deferred government grants.

17. OTHER EXPENSES

    Three months
Ended
September 30,
2025

$
     Three months
Ended
September 30,
2024
$
    Six months
Ended
September 30,
2025
$
    Six months
Ended
September 30,
2024
$
 
                         
Automotive   4,304     6,807     10,390     13,203  
Bank fees   2,753     593     3,609     1,791  
Dues and subscriptions   7,425     8,065     15,707     19,212  
Freight and delivery   24,229     3,908     32,688     4,412  
Meals and entertainment   7,164     8,893     14,248     18,000  
Other expenses   4,863     4,127     9,209     11,561  
Property taxes   7,939     8,424     17,178     16,784  
Repairs and maintenance   9,014     9,538     23,270     17,520  
Telephone   5,062     4,497     10,188     9,816  
Utilities   4,105     5,342     10,729     (1,027 )
Total other expenses   76,858     60,194     147,216     111,272  

18. COMPARATIVE FIGURES

During the year ended March 31, 2025, the Company adopted segment reporting as a result of revenue being recognized in an additional segment. This resulted in a change to the presentation on the Unaudited Condensed Interim Consolidated Statements of Loss and Comprehensive Loss where cost of sales is now being disclosed. The comparative figures have been restated to reflect the change in segment reporting with cost of sales increasing by $217,732 and $232,920 and supplies and materials decreasing by $217,732 and $232,920 for the three and six months ended September 30, 2024 respectively.


22
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

19. SEGMENTED INFORMATION

The Company's operating segments are organized into the following reportable segments:

- Intellectual Property Development - Includes manufacturing and distribution of graphene related products.

- Biotech - Includes service revenue generated through aptamer technology.

- Albany Project - Includes the exploration and evaluation asset and mineral exploration activities.

- Unallocated Corporate Costs - Includes corporate activities and certain unallocated costs.

Performance of each reportable segment is measured based on profit before finance costs and income tax, as included in the internal management reports that are reviewed by the Company's Chief Operating Decision Makers, being the Board of Directors and senior leadership team. Segment profit (loss) is used to measure performance as management believes that such information is the most relevant in evaluating the results of certain segments relative to other entities that operate within these industries. Transfer pricing is based on third-party rates.

Information regarding the results of each reportable segment is included below. Inter-company amounts, which represent items purchased and sold between different segments, have been presented within the segment disclosure and are eliminated to arrive at the consolidated amounts.

    IP Development     BioTech     Albany Project     Unallocated Corporate     Total  
For the six months ended Sept 30   2025     2024     2025     2024     2025     2024     2025     2024     2025     2024  
External net sales   64,001     21,181     -     -     -     -     -     -     64,001     21,181  
Cost of sales   33,826     232,920     -     -     -     -     -     -     33,826     232,920  
Depreciation and amortization   269,425     306,964     -     -     -     -     -     -     269,425     306,964  
Interest Expense   71,799     250,033     -     -     -     -     -     -     71,799     250,033  
Net loss   (2,731,866 )   (3,183,989 )   (413,570 )   (564,330 )   (56,185 )   (13,716 )   (551,917 )   (1,836,183 )   (3,753,538 )   (5,598,218 )
Segment assets   8,873,257     13,811,156     1,989     20,739     7,994,748     7,427,639     -     -     16,869,994     21,259,534  
Segment liabilities   3,987,443     2,421,242     353,799     158,230     342,633     -     499,916     107,135     5,183,791     2,686,607  
Capital expenditures   -     -     -     -     376,477     63,152     -     -     376,477     63,152  


23
 
ZENTEK LTD.
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
 
(Stated in Canadian Dollars)
AS AT SEPTEMBER 30, 2025 AND FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

20. SUBSEQUENT EVENTS

On October 1, 2025, 1,104,000 stock options were issued to a number of directors, officers and employees of the Company. The stock options have an exercise price of $1.06 per common share. The options granted to the directors and officers will vest one third on the date of grant, one third on the first anniversary of the grant and one third on the second anniversary of the grant. For employees, the options will vest one quarter on the date of grant and one quarter on each anniversary thereafter. The Company also issued 654,000 restricted share units which will vest on October 1, 2026.

On October 22, 2025, the Company completed a non-brokered private placement of units (the "Units") through the issuance of 2,338,893 Units at a price of $1.06 per Unit (the "Offering") for gross proceeds of $2,479,227. Each Unit consisted of (i) one common share in the capital of the Company (each, a "Common Share"); (ii) one-half of one Common Share purchase warrant (each, a "Series A Warrant"); and (iii) one-half of one Common Share purchase warrant (each, a "Series B Warrant"). Each whole Series A Warrant entitles the holder thereof to purchase one Common Share at a price of $1.50 until October 22, 2027 (the "Series A Expiry Date"). If at any time between the date that is four months and one day from the closing date of the Offering and the Series A Expiry Date, the closing price of the Common Shares on the TSX Venture Exchange ("TSXV") is at least $2.00 for a period of 10 consecutive trading days, the Series A Expiry Date can be accelerated to such day that is no less than thirty days from the date notice is given by the Company of such accelerated expiry. Each whole Series B Warrant entitles the holder thereof to purchase one Common Share at a price of $2.00 until October 22, 2028 (the "Series B Expiry Date"). If at any time between the date that is six months from the closing date of the Offering and the Series B Expiry Date, the closing price of the Common Shares on the TSXV is at least $3.00 for a period of 10 consecutive trading days, the Series B Expiry Date can be accelerated to such day that is no less than thirty days from the date notice is given by the Company of such accelerated expiry. In connection with the closing of the Offering, the Company paid certain eligible persons aggregate cash finder fees of $35,429.33, and issued an aggregate of finder warrants, entitling the holders thereof to purchase an aggregate of 33,424 Units at a price of $1.06 per Unit until October 22, 2027.

On November 5, 2025 the Company announced the development of a novel Graphite Gel-Based Fire-Retardant ("GBFR") product that combines both rapid gelation and intumescent components to rapidly protect homes from wildfires. Altek (see Note 13 – Related Party Transactions) was granted conditional, exclusive rights to commercialize the technology in the US, pursuant to a development and collaboration agreement between Zentek and Altek dated November 4, 2025 ("GBFR Agreement"). Pursuant to the GBFR agreement, Zentek granted an exclusive license to Altek to develop, manufacture and commercialize the GBFR in the US, in consideration for Altek funding the development of the GBFR, providing, however, that such license will convert to a non-exclusive license in the event that the annual royalty payments to Zentek are less than $1M annually, following a ramp-up period of 18 months from the date hereof. Zentek shall retain ownership of the GBFR intellectual property, and Altek shall be responsible and liable for all regulatory matters in the US. The term of the GBFR Agreement is five years, with a renewal option for an additional five years.