NTG Clarity Networks Inc.

NTG Clarity Networks Inc.

December 20, 2012 16:19 ET

NTG Clarity Networks Inc. Announces Shares for Debt Private Placement

TORONTO, ONTARIO--(Marketwire - Dec. 20, 2012) - NTG Clarity Networks Inc. (the "Company") (TSX VENTURE:NCI) a leader in delivering network, IT and infrastructure solutions, today announced that it has issued 4 million common shares of the Company at a deemed price of $0.05 per share to settle indebtedness owed to employees, senior officers, directors and consultants of the Company. The transaction will help NTG reduce its debts and improve its balance sheet.

The shares for debt transaction was a related party transaction within the meaning of applicable Canadian securities laws as the subscribers included directors and officers of the Company that subscribed for an aggregate of 2,473,060 common shares in settlement of indebtedness of $123,653. The Board of Directors of the Company (excluding the interested parties) approved the transaction. The transaction was exempt from valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25 percent of the Company's market capitalization.

Neither 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.

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