Zentek Announces Results of Canada Revenue Agency Audit

Rhea-AI Summary

Zentek (NASDAQ:ZTEK) has announced the completion of a Canada Revenue Agency (CRA) audit regarding the company's 2018 and 2019 renunciation of Canadian exploration expenses (CEE). The audit, completed on January 14, 2025, focused on flow-through common shares private placements that raised $4,210,000.

The CRA's reassessment for 2018 resulted in a reclassification of approximately $507,000 (16.895%) of renounced amounts, as they did not meet CEE definition requirements. This led to a Part XII.6 tax assessment of $59,693. A similar reclassification is expected for 2019, with details pending.

The company will indemnify affected subscribers within 20 business days for tax attributable to disallowed CEE renunciations, with maximum liability estimated at approximately $527,000. Subscribers affected by CRA reassessments are directed to contact fts@zentek.com for indemnification claims.

Positive

• None.

Negative

• CRA audit resulted in $59,693 tax assessment for 2018
• Company faces potential liability of $527,000 for subscriber indemnification
• $507,000 of expenses failed to qualify as Canadian exploration expenses
• Additional reclassification expected for 2019 expenses

Insights

Tax and Financial Analyst

The CRA audit results represent a notable financial setback for Zentek, creating an unexpected liability of approximately $527,000 from their 2018-2019 flow-through share financings. This development stems from the tax authority's reclassification of 16.895% of claimed Canadian Exploration Expenses as ineligible, triggering a $59,693 tax assessment for 2018 with 2019 reassessments still pending.

The financial impact needs to be viewed in proper context - while representing a clear negative development, the potential liability constitutes only about 0.54% of Zentek's $97.8M market capitalization, making it manageable despite being unwelcome. Flow-through financing structures are common in Canadian resource companies, allowing exploration expenses to pass through to investors who claim the deductions. When these are disallowed, as in this case, the issuing company typically bears indemnification obligations.

What's particularly significant is the company's need to indemnify affected investors within 20 business days of their reassessment notices. This creates a short-term liquidity requirement that requires immediate attention. While the article doesn't specify Zentek's current cash position, this obligation represents a clear cash outflow that wasn't previously factored into financial projections.

The reputational element matters here too - while this appears to be a technical compliance issue rather than any suggestion of deliberate misconduct, it may raise questions about financial governance and expense classification practices. The transparency in this announcement and establishment of a dedicated contact channel for affected investors demonstrates appropriate remediation steps.

GUELPH, ON / ACCESS Newswire / March 21, 2025 / Zentek Ltd. ("Zentek" or the "Company") (NASDAQ:ZTEK)(TSXV:ZEN), announces that the Canada Revenue Agency ("CRA") has completed an audit (the "Audit") on January 14, 2025 of the Company's 2018 and 2019 renunciation of Canadian exploration expenses ("CEE") in favour of subscribers of the private placements of flow-through common shares which closed on December 21, 2018 and December 20, 2019 (the "Flow-Through Financings") for aggregate gross proceeds of $4,210,000.

On February 25, 2025, the Company received a notice of reassessment from CRA in respect of its 2018 financial year resulting in a reclassification of approximately $507,000 (16.895%) of the amounts renounced (the "Reclassified Expenses") on the basis that the Reclassified Expenses did not meet the definition of CEEs, as defined for income tax purposes. As a result, Part XII.6 tax payable under section 211.91 of the Income Tax Act, related to form T101 was assessed for $59,693. The Company expects a reclassification of the renounced CEEs in 2019 as well and will report on that amount once a notice of reassessment in respect of the Company's 2019 financial year is received.

Subscribers of the Flow-Through Financings will be contacted directly by the CRA regarding a reassessment of deductions claimed in connection with the Reclassified Expenses. Pursuant to the terms of the subscription and renunciation agreements (the "Subscription Agreements") entered into by the Company and the subscribers in connection with the Flow-Through Financings, the reduction in renounced CEEs will be made on a pro rata basis among all subscribers of the same financing.

Furthermore, pursuant to the Subscription Agreements, the Company has agreed to indemnify the subscribers within 20 business days for tax attributable to disallowed renunciations of CEEs. The Company invites subscribers of the Flow-Through Financings who have received notices of reassessment from CRA to contact fts@zentek.com as soon as possible to exercise their right of indemnification and for more information about next steps. The maximum aggregate quantum of the Company's liability with respect to this indemnification obligation from the Flow-Through Financings is expected to be approximately $527,000.

About Zentek Ltd.
Zentek is an ISO 13485:2016 certified intellectual property technology company focused on the research, development and commercialization of novel products seeking to give the Company's commercial partners a competitive advantage by making their products better, safer, and greener.

Zentek's patented technology platform ZenGUARD™, is shown to significantly increase the bacterial and viral filtration efficiency for surgical masks and aims to do the same for HVAC (heating, ventilation, and air conditioning) systems. Zentek's ZenGUARD™ production facility is in Guelph, Ontario.

For further information:
Investorrelations@zentek.com

Ryan Shacklock
Senior VP, Strategy & Business Development
Email: rshacklock@zentek.com
Phone: 306-270-9610

To find out more about Zentek, please visit our website at www.Zentek.com. A copy of this news release and all material documents in respect of the Company may be obtained on Zentek's SEDAR+ profile at http://www.sedarplus.ca/.

Forward-Looking Statements
This news release contains forward-looking statements. Since forward-looking statements address future events and conditions, by their very nature they involve inherent risks and uncertainties. Although Zentek believes that the assumptions and factors used in preparing the forward-looking information in this news release are reasonable, undue reliance should not be placed on such information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all. Zentek disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law.

Neither the TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

SOURCE: Zentek

View the original press release on ACCESS Newswire

FAQ

What is the financial impact of CRA's audit on Zentek (ZTEK)?

The audit resulted in a $59,693 tax assessment and potential maximum liability of $527,000 for subscriber indemnification.

How much of Zentek's (ZTEK) 2018 CEE expenses were reclassified by CRA?

CRA reclassified approximately $507,000 (16.895%) of the renounced expenses for 2018.

What action should ZTEK investors affected by the CRA reassessment take?

Affected investors should contact fts@zentek.com to exercise their right of indemnification and get information about next steps.

How much did Zentek (ZTEK) raise through the Flow-Through Financings in 2018-2019?

Zentek raised aggregate gross proceeds of $4,210,000 through Flow-Through Financings.