NORTH YORK, ON – ZTest Electronics has announced agreements to settle a total of $357,490 owed to two officers and one director of the company, and one other creditor for management fees and directors fees in consideration for the issuance of 4,468,625 common shares of the company at a price of $0.08 per share.

The insider debt settlements aggregating $316,500 and 3,956,250 common shares are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 ("MI 61-101") by virtue of the exemptions contained in sections 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 to be issued to insiders does not exceed 25% of its market capitalization. In accordance with the provisions of MI 61-101 the Debt Settlement will not close until at least 21 days after the filing of a material change report with respect to the Debt Settlement.

All securities issued pursuant to the debt settlement will be subject to a statutory four month and one day hold period.

Steve Smith, President, CEO and a director of the company, will acquire 2,875,000 common shares pursuant to a debt settlement.

Immediately prior to the completion of the debt settlement, Steve Smith beneficially owns, directly or indirectly, or exercises control or direction over, 1,075,000 common shares, and 200,000 stock options to acquire common shares exercisable at $0.10 per common share until September 30, 2027, representing approximately 4.03% of the issued and outstanding common shares on a non-diluted basis and 4.74% on a partially diluted basis.

Immediately following the closing of the debt settlement, Steve Smith will beneficially own, directly or indirectly, or exercise control or direction over, 3,950,000 common shares, and the stock options, representing approximately 12.67% of the issued and outstanding common shares on a non-diluted basis and 13.23% on a partially diluted basis.

Smith has advised that the common shares will be acquired for investment purposes and that he has no present intention to either increase or decrease his holdings in the company. Notwithstanding the foregoing, he has advised that he may increase or decrease his beneficial ownership, control or direction over common shares of the company through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.

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