NORTH YORK, December 10, 2004 - ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSXVE - "ZTE") wishes to advise that it is the process of negotiating with the holders of 143,000 Series C Preferred Shares and 255,000 Series D Preferred Shares pursuant to which these shareholders will agree to subscribe for $238,020 in new convertible debentures (the "Debentures") The Debentures will be interest free, will have a term of three years and will be 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.

As part of the restructuring, these shareholders will also agree to convert their preferred shares as well as their accrued and unpaid dividends into common shares at the rate of one (1) common share for each $0.10 converted. The total paid up value of the preferred shares and the accrued dividends on those shares to December 31, 2004 will be $994,127.98 resulting in the issuance of 9,941,280 common shares. The transaction is scheduled to close on January 14, 2005.

The shareholders of ZTEST approved this restructuring at the Annual and Special Meeting of Shareholders held on March 16, 2004. The restructuring is subject to the approval of the TSX Venture Exchange.

For more information contact: 

Ted Drzazga, CEO 
(416) 297-5155 

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

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