Home Up Site Map Search 
ZTEST Logo
February 1, 2001

ZTEST AGREES TO TAKE 62% STAKE IN BELLEVUE

 

MISSISSAUGA, February 1, 2001 - ZTEST Electronics Inc., YZT-CDNX, ZTSTF-OTC BB, ("ZTEST"), is pleased to announce that it has signed a letter of intent dated January 16, 2001 with Bellevue Capital Corp. of West Vancouver, B.C. ("Bellevue") and Gametele Systems Inc. of Mississauga, Ontario ("Gametele"), whereby Bellevue will make an offer (the "Offer") to purchase 100% of the outstanding equity securities of Gametele for consideration of approximately 40 million Bellevue shares.

The Offer, which on completion will constitute a reverse take-over (the "RTO"), is subject to regulatory approval and approval of the shareholders of Bellevue. The RTO is also subject to acceptance of the Offer by holders of more than 90% of the equity securities of Gametele. Closing (the "Closing") of the RTO is expected to occur in late May, 2001.

ZTEST, which has previously advanced a total of $4,200,000 to Gametele, as of December 31, 2000, has agreed to convert on or before April 1, 2001 all of this debt, except for one $250,000 convertible debenture, into common shares of Gametele. ZTEST will then tender these common shares to the Offer. On the Closing, there will be approximately 46 million Bellevue shares issued and outstanding, of which approximately 28 million shares (62%) will be held by ZTEST.

The acceptance by CDNX of the Gametele RTO is subject to a member firm of CDNX preparing and filing a sponsorship report with CDNX. As of yet, Bellevue has not retained a member firm for the sponsorship report. Completion of the transaction is also subject to a number of conditions, including but not limited to, CDNX acceptance and disinterested shareholder approval. The transaction cannot close until the required shareholder approval is obtained.

Gametele offers its BingoTrax® System to operators of media bingo games world-wide. In addition to installing and operating its own BingoTrax® networks in return for a negotiated fee for every ticket sold, Gametele also offers licensing arrangements for operators interested in owning and operating their own BingoTrax® network. ZTEST has provided technological expertise in the development of the hardware and software for the BingoTrax® System and has the exclusive right to manufacture products for Gametele.

Gametele has signed an agreement with the Sunrise Daily Newspaper Bingo Association ("SDNBA") to utilise its proprietary BingoTrax® System to administer the sales of media bingo tickets for a daily newspaper bingo game which commences in The Toronto Sun on February 26, 2001. This daily game will benefit the fourteen charitable and non-profit organisations, licensed by the City of Toronto, that comprise the SDNBA. Gametele intends to roll out the initial installation of the BingoTrax® units in the Greater Toronto Area in mid-February, 2001.

Gametele is already administering the "Bingo At Home" TV Bingo game on behalf of the Rotary Club of Kanata Sunrise, and has installed 250 units in the Ottawa area and it is anticipated that a daily newspaper bingo game, with the bingo numbers printed in the Ottawa Sun, will commence in the spring of 2001. Gametele intends to further increase the Ottawa BingoTrax® network to accommodate this additional game.

The BingoTrax® System manages the sales of generic bar-coded bingo tickets. Bingo players purchase their $5.00 bingo tickets at retail stores and then play the media bingo game, TV or newspaper, at home for cash prizes. The system provides complete tracking and verification of bingo ticket sales and inventories, as well as producing invoices detailing amounts owing to beneficiary charitable and non-profit groups. Gametele owns and operates the BingoTrax® network servicing the SDNBA game, earning in return a fee for every ticket sold.

Other subsidiaries of ZTEST, Internet Commerce Solutions Inc. of Cambridge, Ontario and Permatech Electronics Corp. of Scarborough, Ontario, are continuing to execute their respective business plans.

ZTEST offers Strategic Partner services in electronic design, development and manufacturing capabilities to emerging high tech companies in return for long-term manufacturing contracts, fees for services and equity positions.

For further information, contact:

Mr. James E. Lalonde
Manager, Corporate Development
ZTEST Electronics Inc.
Tel. (905) 569-3344 or (877) 330 3370 toll free
http://www.ztest.com

This news release may include statements that constitute forward-looking statements. Please be cautioned that any such forward-looking statements are not guarantees of future performance and involve significant risks and uncertainties, and that actual results may vary materially from those in the forward-looking statements as a result of any number of factors, including risk factors contained in the Company’s disclosure documents

CDNX HAS NEITHER APPROVED OR DISAPPROVED OF THE CONTENTS OF THIS PRESS RELEASE.

- 30 -