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January 17, 2002

 

ZTEST ACQUIRED REMAINING INTEREST IN PERMATECH ELECTRONICS CORP.

TORONTO, On, January 17, 2002 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (CDNX - "YZT") is pleased to announce that it has received final regulatory and shareholder approval for the acquisition of the remaining 40% of the outstanding common shares of Permatech Electronics Corp. ("Permatech") not already held by ZTEST and all of the outstanding preferred shares. The transaction closed on January 15, 2002, and resulted in Permatech becoming a wholly- owned operating subsidiary of ZTEST. The issued and outstanding capital of ZTEST following this transaction is 31,355,103 common shares.

ZTEST issued 7,140,407 common shares as the consideration to Permatech shareholders. Mr. John Perreault, the President, director and shareholder of Permatech received 5,542,500 common shares of ZTEST, and holders of $175,770 in preferred shares of Permatech received 1,597,907 common shares of ZTEST. Mr. Perreault became the single largest shareholder of ZTEST holding 17.68% of common shares. Subsequently to the closing, Mr. Perreault was appointed the President and COO of ZTEST. Mr. Wojciech (Ted) Drzazga will continue as Chairman and CEO. Mr. Perreault's shares have been escrowed with 10% released on closing and 11.25% to be released every six months commencing July 15, 2002. Mr. Perreault has advised ZTEST that he has acquired the common shares for investment purposes and has no immediate intention to either increase or decrease his holdings of ZTEST. Notwithstanding the foregoing, Mr. Perreault has advised that he may decrease or increase his beneficial ownership, control, or direction over the common shares in the capital of ZTEST through market transactions, private agreements, other treasury issuances or otherwise.

"I am pleased to complete this acquisition, as Permatech has evolved over the past 16 months and continues to show promise as an EMS provider," commented Mr. Ted Drzazga. "This transaction concludes ZTEST's business model as a technology incubator and allows us to focus resources on Permatech. We've already demonstrated our commitment by expanding Permatech's production capacity and anticipate we'll be able to utilize this capacity during the year." Mr. John Perrault, newly appointed President and COO of ZTEST also commented "I see this step as critical to Permatech's ability to grow, both with current and potential customers. ZTEST broadens our offering by adding design and test services, and the public company structure gives us access to expansion capital."

Permatech has recently purchased a Siemens surface mount assembly line. This line, in addition to increased capacity, will enable Permatech to service customers that are using Ball Grid Array (BGA) and micro BGA components in their products.

ZTEST is also pleased to announce that it has retained Alphus Inc. of Toronto in an Investor Relations capacity. Chris Cory, Flora (MacKay) Wood and Phil Williams left their predecessor company, CEF Inc. in April 2000 to establish Alphus Inc. as a new Investor Relations advisory focusing on emerging companies in technology and industrial sectors. Alphus performed business advisory services for ZTEST prior to December, at which point the focus shifted to IR. These services are being performed for ZTEST in return for a monthly retainer of $3,500 (Cdn) plus GST. Alphus also maintains a direct interest in the company as a shareholder of ZTEST, holding 204,272 ZTEST shares. The Alphus contract runs from September 30, 2001 to March 31, 2002.

About Permatech Electronics Corp.

Permatech Electronics, a wholly owned subsidiary of ZTEST Electronics Inc. (CDNX:YZT), is an ISO 9002 certified Electronics Manufacturing Services (EMS) firm founded in 1982. Permatech is a Turnkey EMS provider offering Materials Management, Printed Circuit Board (PCB) Assembly, Testing and Design services. Permatech manufactures in a 20,000 square foot facility in North York, Ontario, Canada. The company serves the Consumer Electronics, Telecommunications, Industrial, Military, Wireless and Medical markets while focusing on high quality, quick-turn, small and medium size run production.

For more information contact Investor Relations: 
Flora Wood and Philip Williams 
(416) 323-3888 
email: info@ztest.com

THE CANADIAN VENTURE EXCHANGE HAS NEITHER APPROVED NOR DISAPPROVED OF THE CONTENTS OF THIS PRESS RELEASE.

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