Zenyatta Ventures Ltd

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FLASH NOTE | EQUITY RESEARCH | June 2, 2015

Cleantech & Industrial Growth

Zenyatta Ventures, Ltd. (OTC: ZENYF) | ZEN.V - C$1.98 - TSX | Buy

Company Update

Stock Data

52-Week Low - High C$1.05 - C$3.28

Shares Out. (mil) 55.61

Mkt. Cap.(mil) C$110.1

3-Mo. Avg. Vol. 118,068

12-Mo.Price Target $6.00

Cash (mil) $6.6

Tot. Debt (mil) $0.0

Est. 3Yr. EPS Growth NM

Pricing information reflects data from the securities primary listing, in this

case the Toronto Venture exchange.

EPS $

ZEN: Positive PEA Results Show Good

Potential at the Albany Project

ZEN released preliminary PEA results that show attractive economics for the

Albany Project, albeit somewhat behind our expectations that were based on

preliminary estimates. The PEA appears to indicate the Albany Project has

potential to be a low-cost source of high purity graphite. With a positive PEA

now complete, we look for ZEN to continue its work on a full prefeasibility study,

customer qualification, offtake agreements, and financing.

n ZEN released preliminary PEA results on 6/1. Importantly, project

economics appear attractive, albeit our initial expectations were likely

somewhat optimistic relative to the more conservative PEA figures. The

PEA calls for a payback of 3.7 years and an IRR of 27% (both pre-tax) vs.

ROTHe of <2 years and an IRR of 93%. The primary areas where the PEA

deviates vs. ROTHe are production (PEA of 30.0k tpa of refined graphite

vs. ROTHe of 39.5k tpa), graphite ASPs (PEA of $7,500k/tonne vs. ROTHe

of $8,000/tonne), opex/tonne (PEA of $2,046/tonne vs. ROTHe of $1,400/

tonne, with costs substantially higher vs. ROTHe likely due to ZEN’s updated

purification process), and capex expectations (PEA of $412mn vs. ROTHe

of $170mn, where ROTHe was based on loose assumptions around flake

graphite capex and did not fully factor in additional equipment for ZEN’s

purification process).

n Next steps. ZEN expects to file its full NI 43-101 PEA technical report

on SEDAR and its website within 45 days. We plan to update our rating,

estimates, and price target upon review of the detailed PEA results.

Important Disclosures & Regulation AC Certification(s) are located on page 3 to 4 of this report.

Roth Capital Partners, LLC | 888 San Clemente Drive | Newport Beach CA 92660 | 949 720 5700 | Member FINRA/SIPC

Page 2 of 4

ZENYATTA VENTURES, LTD. (OTC: ZENYF) Flash Note - June 2, 2015

VALUATION

n We plan to update our rating, estimates, and price target upon review of the detailed PEA results, which

should be released within 45 days.

n Assuming an $8k/tonne blended ASP for ZEN’s graphite product, output of ~40k tpa, and a 12% discount

rate to resulting free cash flows, we derived an NAV for the Albany Project. Applying a 0.4x P/NAV multiple

to the NAV, we arrive at our $6 price target.

n Factors that would prevent shares of ZEN from reaching our price target include: (1) a substantial collapse

in synthetic graphite pricing; (2) a significant reduction in graphite demand; (3) a lower-than-expected grade

or smaller-than-expected ore body at the Albany property; (4) material delays in the development schedule

of the Albany project; or (5) lack of commercial verification of ZEN’s graphite product.

RISKS

n Commercial verification. If ZEN’s graphite quality were to fall short of market requirements for synthetic

graphite, ZEN could be negatively affected.

n Graphite pricing. Our forecast is based on steady synthetic graphite pricing. If synthetic graphite pricing is

lower-than-expected, ZEN could be negatively affected.

n Graphite demand. Demand for graphite is dependent on a number of major end markets that drive current

and future growth. If demand falls short of expectations, ZEN may be materially impacted.

n Substitution. While graphite it valued for its various properties in industrial and high tech applications, if

a substitute material were to be discovered to better fit these applications, the demand for graphite could

be dramatically reduced.

n Access to capital. ZEN is a pre-revenue company and must access financing to continue its development

efforts. If the company is unable to secure additional financing, it may not be able to continue operations.

n Regulatory compliance. The company’s Albany project is subject to regulatory compliance. If the site does

not maintain full compliance with all regulations, it could be shut down.

n Recoverability of reserves. ZEN has identified a large, high-purity graphite deposit, but the economics of

extraction have not yet been fully verified by an independent third party.

n Lack of an operating history. ZEN is in the preliminary stages of operation and has not generated any

revenue to date. Without a proven track record, the company may not be able to finance its operations going

forward.

n A history of operating losses. ZEN has a history of operating losses and an accumulated shareholder

deficit. If the company continues to incur losses without generating revenues, it may not be able to continue

operations.

COMPANY DESCRIPTION

ZEN (TSXV: ZEN.V) plans to produce high-purity graphite, which it anticipates will compete with premium

synthetic graphite products at a lower cost structure. ZEN is a junior mineral exploration company focused on

developing its flagship graphite deposit, the Albany Project, in Northern Ontario, Canada. The Albany Project is

a vein-type (hydrothermal) graphite deposit, which is a very rare and pure form of naturally occurring graphite

that accounts for less than 1% of global production. ZEN is currently proving out its resource, and expects to

release an NI 43-101-compliant estimate later in 2013.

Page 3 of 4

ZENYATTA VENTURES, LTD. (OTC: ZENYF) Flash Note - June 2, 2015

Regulation Analyst Certification ("Reg AC"): The research analyst primarily responsible for the content of this report certifies

the following under Reg AC: I hereby certify that all views expressed in this report accurately reflect my personal views

about the subject company or companies and its or their securities. I also certify that no part of my compensation was, is

or will be, directly or indirectly, related to the specific recommendations or views expressed in this report.

Disclosures:

ROTH makes a market in shares of Zenyatta Ventures, Ltd. (OTC: ZENYF) and as such, buys and sells from customers

on a principal basis.

Shares of Zenyatta Ventures, Ltd. (OTC: ZENYF) may be subject to the Securities and Exchange Commission's Penny

Stock Rules, which may set forth sales practice requirements for certain low-priced securities.

Shares of Zenyatta Ventures, Ltd. (OTC: ZENYF) may not be eligible for sale in one or more states.

On September 28, 2010, ROTH changed its rating system in order to replace the Hold rating with Neutral.

On May 26, 2011, ROTH changed its rating system in order to incorporate coverage that is Under Review.

Each box on the Rating and Price Target History chart above represents a date on which an analyst made a change to a

rating or price target, except for the first box, which may only represent the first note written during the past three years.

Distribution Ratings/IB Services shows the number of companies in each rating category from which Roth or an affiliate

received compensation for investment banking services in the past 12 month.

Distribution of IB Services Firmwide

IB Serv./Past 12 Mos.

as of 06/02/15

Rating Count Percent Count Percent

Buy [B] 220 77.46 131 59.55

Neutral [N] 41 14.44 15 36.59

Sell [S] 0 0.00 0 0

Under Review [UR] 22 7.75 14 63.64

Ratings System Definitions - ROTH employs a rating system based on the following:

Buy: A rating, which at the time it is instituted and or reiterated, that indicates an expectation of a total return of at least

10% over the next 12 months.

Neutral: A rating, which at the time it is instituted and or reiterated, that indicates an expectation of a total return between

negative 10% and 10% over the next 12 months.

Sell: A rating, which at the time it is instituted and or reiterated, that indicates an expectation that the price will depreciate

by more than 10% over the next 12 months.

Under Review [UR]: A rating, which at the time it is instituted and or reiterated, indicates the temporary removal of the

prior rating, price target and estimates for the security. Prior rating, price target and estimates should no longer be relied

upon for UR-rated securities.

Not Covered [NC]: ROTH does not publish research or have an opinion about this security.

Page 4 of 4

ZENYATTA VENTURES, LTD. (OTC: ZENYF) Flash Note - June 2, 2015

ROTH Capital Partners, LLC expects to receive or intends to seek compensation for investment banking or other business

relationships with the covered companies mentioned in this report in the next three months. The material, information and

facts discussed in this report other than the information regarding ROTH Capital Partners, LLC and its affiliates, are from

sources believed to be reliable, but are in no way guaranteed to be complete or accurate. This report should not be used as

a complete analysis of the company, industry or security discussed in the report. Additional information is available upon

request. This is not, however, an offer or solicitation of the securities discussed. Any opinions or estimates in this report are

subject to change without notice. An investment in the stock may involve risks and uncertainties that could cause actual

results to differ materially from the forward-looking statements. Additionally, an investment in the stock may involve a high

degree of risk and may not be suitable for all investors. No part of this report may be reproduced in any form without the

express written permission of ROTH. Copyright 2015. Member: FINRA/SIPC.