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January 28, 2005

ZTEST ANNOUNCES RESTRUCTURING OF PREFERRED SHARES

NORTH YORK, January 28, 2005 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSXVE - "ZTE") wishes to advise that, further to its press release dated December 10, 2004, it has completed the restructuring of 143,000 of its Series C Preferred Shares and 255,000 of its Series D Preferred Shares. Pursuant to the terms of the restructuring, holders of these Preferred Shares converted their shares, plus the accrued and unpaid dividends associated therewith, into 9,941,280 common shares priced at $0.10 per share and subscribed for $238,020 in new convertible debentures (the "Debentures"). The Debentures are interest free, have a term of three years and are convertible into units at the rate of one (1) unit for each $0.10 of principal converted if converted in the first two years and one (1) unit for each $0.11 of principal converted if converted in the third year. Each unit will consist of one (1) common share and one (1) warrant to acquire a further common share at a price of $0.10 per share if converted in the first two years and $0.11 per share if converted in the third year. The warrants will expire on the earlier of two (2) years from the date of conversion and the third anniversary of the issuance of the Debentures. All these securities are legended and restricted from trading until May 27, 2005.

For more information contact: 

Ted Drzazga, CEO 
(416) 297-5155 
email: info@ztest.com 

The TSX Venture Exchange has neither approved nor disapproved of the contents of this press release.