ZTEST Electronics Inc.
TSX VENTURE : ZTE

ZTEST Electronics Inc.

February 14, 2011 12:47 ET

ZTEST Announces Private Placement

NORTH YORK, ONTARIO--(Marketwire - Feb. 14, 2011) - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSX VENTURE:ZTE) wishes to announce that it is offering up to 1,800,000 units at $0.075 per unit (the "Offering"). Each unit is comprised of one (1) common share and one-half (½) of a share purchase warrant with each full share purchase warrant entitling the holder to acquire a common share of the Corporation at $0.10 for five (5) years (a "Unit") following closing. ZTEST will pay a 4% cash finders fee on the gross proceeds raised in the offering.

J.T. Risty Limited ("Risty"), an insider of the Corporation, intends to subscribe for up to 1,000,000 Units of the Offering for proceeds of up to $75,000. Risty currently owns 745,790 common shares of ZTEST represented 14.2% of ZTEST. This insider transaction is exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI61-101") by virtue of the exemptions contain in section 5.5(c) and 5.7(1) (b) of MI 61-101 in that the fair market value of the consideration for the securities of the Corporation to be issued to the insider is not more than $2,500,000.

As a result of this proposed transaction, Risty will hold up to 1,745,790 common shares representing up to 27.88% of outstanding capital of 6,262,651 common shares (after giving effect to the Risty private placement) and 500,000 warrants. Shareholder approval was obtained on March 11, 2010 for Risty to increase its ownership level above 20%.

The position of Risty may be diluted down to 24.7% if the entire Offering is subscribed for and 7,062,651 common shares are issued and outstanding.

Insiders of the Corporation (other than Risty) may subscribe for up to 800,000 Units for up to $60,000 of the Offering. The insider private placements are exempt from the valuation and minority shareholder approval requirements of MI 61-101 by virtue of the exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Corporation to be issued to insiders does not exceed 25% of its market capitalization.

The private placement is subject to regulatory approval.

About ZTEST Electronics Inc.

ZTEST Electronics Inc., through its wholly-owned subsidiary Permatech, offers Electronic Manufacturing Services (EMS) to a wide range of customers. Permatech's offering includes Materials Management, Printed Circuit Board (PCB) Assembly, Testing and Design services.

Permatech operates from a 20,000 square foot, ISO 9001:2000 certified facility in North York, Ontario, Canada. The company serves customers in the Medical, Power, Computer, Telecommunication, Wireless, Industrial and Consumer Electronics markets requiring high quality, quick-turn, small and medium size production runs.

Cautionary Note Regarding Forward-Looking Statements: This press release contains forward-looking statements that involve risks and uncertainties, which may cause actual results to differ materially from the statements made. When used in this document, the words "may", "would", "could", "will", "intend", "plan", "anticipate", "believe", "estimate", "expect" and similar expressions are intended to identify forward-looking statements. Such statements reflect our current views with respect to future events and are subject to such risks and uncertainties. Many factors could cause our actual results to differ materially from the statements made, including those factors discussed in filings made by us with the Canadian securities regulatory authorities. Should one or more of these risks and uncertainties, such as changes in demand for and prices for the products of the Company or the materials required to produce those products, labour relations problems, currency and interest rate fluctuations, increased competition and general economic and market factors, occur or should assumptions underlying the forward looking statements prove incorrect, actual results may vary materially from those described herein as intended, planned, anticipated, or expected. We do not intend and do not assume any obligation to update these forward-looking statements, except as required by law. The reader is cautioned not to put undue reliance on such forward- looking statements.

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.

Contact Information

  • ZTEST Electronics Inc.
    Ted Drzazga
    CEO
    (416) 297-5155
    info@ztest.com