ZTEST Electronics Inc.
TSX VENTURE : ZTE

ZTEST Electronics Inc.

March 25, 2011 08:00 ET

ZTEST Closes Private Placement

NORTH YORK, ONTARIO--(Marketwire - March 25, 2011) - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSX VENTURE:ZTE) is pleased to announce that, further to its press release of February 14, 2011, the Corporation closed its unit private placement for proceeds of $135,000. The Corporation placed 1,800,000 working capital units (each a "Unit") of the Corporation at a price of $0.075 per Unit with each Unit consisting of one (1) common share and one-half (½) of a common share purchase warrant (each full share purchase warrant, a "Warrant"). Each Warrant entitles the holder to purchase one (1) common share of the Corporation at an exercise price of $0.10 until March 24, 2016. The Corporation paid a finder's fee in the amount of $4,200 pursuant to this private placement.

J. T. Risty Limited ("Risty"), an insider of the Corporation, acquired 1,000,000 Units pursuant to the private placement and now holds 1,745,790 common shares representing 24.72% of outstanding capital and 500,000 Warrants after giving effect to the private placement. If Risty were to exercise all of its Warrants, it would hold 2,245,790 common shares out of a partially diluted capital of 7,562,488 common shares (after giving effect to the exercise of the 500,000 Warrants) representing 29.70% of outstanding capital. Shareholder approval was obtained on March 11, 2010 for Risty to increase its ownership level above 20%. 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.

Risty has advised that the Units were acquired for investment purposes and that it has no present intention to either increase or decrease its holdings in the Corporation. Notwithstanding the foregoing, it has advised that it may increase or decrease its beneficial ownership, control or direction over common shares of the Corporation through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.

Insiders of the Corporation (other than Risty) subscribed for 400,000 Units for $30,000 of the private placement. The insider private placements are 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(a) and 5.7(1) (a) of MI 61-101 in that the fair market value of the consideration for the securities of the Company issued to the insider does not exceed 25% of its market capitalization.

The securities issued under this private placement are subject to a hold period ending July 25, 2011.

The Corporation currently has 7,062,488 common shares issued and outstanding.

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.

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