ZTEST ANNOUNCES CONVERSION OF DEBENTURES BY DEBENTURE HOLDERS AND J.T. RISTY LIMITED EARLY WARNING
NORTH YORK, November 28, 2005 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSXVE - "ZTE") wishes to announce that three (3) debenture holders have converted their unit debentures or share debentures in an aggregate principal amount of $330,367.50 into units or common shares of ZTEST at a price of $0.10 per unit or per common share. As a result of these conversions, 3,303,675 common shares, 2,222,925 warrants to acquire common shares at a price of $0.10 per share until November 30, 2005 and 750,750 warrants to acquire common shares at a price of $0.10 per share until November 25, 2007 have been issued. The share issuance has increased the outstanding capital of ZTEST to 49,680,589 common shares as of today's date.
ZTEST further announces that another one (1) debenture holder has delivered notice that it will convert its unit debentures in the aggregate amount of $458,423.50 into units at a price of $0.10 per unit on November 30, 2005.
ZTEST further announces that J.T. Risty Limited ("Risty") has acquired privately two (2) convertible debentures in the principal amount of $291,040. As a result of the acquisition, Risty has the ability to acquire more than 10% of the capital of ZTEST. Risty currently holds 4,202,279 common shares and $609,720 of convertible debentures convertible into units of ZTEST at the rate of one (1) unit for each $0.10 converted. Each unit is comprised of one (1) common share and one (1) share purchase warrant. If Risty were to convert all of the debentures and to exercise all of its warrants, it would hold approximately 24.81% of the outstanding capital of ZTEST. Risty has notified the Corporation that it will convert $474,720 principal amount of debentures into 4,747,200 common shares and 4,747,200 warrants on November 30, 2005.
Risty has informed the Corporation that except as disclosed herein, it has acquired the units for investment purposes and that it may decrease or increase its beneficial ownership, control, or direction over common shares of the Corporation through market transactions, private agreements, conversion of debentures, exercise of warrants, other treasury issuances or otherwise.
About ZTEST Electronics Inc.
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Ted Drzazga, CEO
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