ZTEST Announces Private Placement
2011年2月15日 - 2:46AM
Marketwired
ZTEST Electronics Inc. ("ZTEST" or the "Corporation") (TSX VENTURE:
ZTE) wishes to announce that it is offering up to 1,800,000 units
at $0.075 per unit (the "Offering"). Each unit is comprised of one
(1) common share and one-half (1/2) of a share purchase warrant
with each full share purchase warrant entitling the holder to
acquire a common share of the Corporation at $0.10 for five (5)
years (a "Unit") following closing. ZTEST will pay a 4% cash
finders fee on the gross proceeds raised in the offering.
J.T. Risty Limited ("Risty"), an insider of the Corporation,
intends to subscribe for up to 1,000,000 Units of the Offering for
proceeds of up to $75,000. Risty currently owns 745,790 common
shares of ZTEST represented 14.2% of ZTEST. This insider
transaction is exempt from the valuation and minority shareholder
approval requirements of Multilateral Instrument 61-101
("MI61-101") by virtue of the exemptions contain in section 5.5(c)
and 5.7(1) (b) of MI 61-101 in that the fair market value of the
consideration for the securities of the Corporation to be issued to
the insider is not more than $2,500,000.
As a result of this proposed transaction, Risty will hold up to
1,745,790 common shares representing up to 27.88% of outstanding
capital of 6,262,651 common shares (after giving effect to the
Risty private placement) and 500,000 warrants. Shareholder approval
was obtained on March 11, 2010 for Risty to increase its ownership
level above 20%.
The position of Risty may be diluted down to 24.7% if the entire
Offering is subscribed for and 7,062,651 common shares are issued
and outstanding.
Insiders of the Corporation (other than Risty) may subscribe for
up to 800,000 Units for up to $60,000 of the Offering. The insider
private placements are exempt from the valuation and minority
shareholder approval requirements of MI 61-101 by virtue of the
exemptions contain in section 5.5(a) and 5.7(1) (a) of MI 61-101 in
that the fair market value of the consideration for the securities
of the Corporation to be issued to insiders does not exceed 25% of
its market capitalization.
The private placement is subject to regulatory approval.
About ZTEST Electronics Inc.
ZTEST Electronics Inc., through its wholly-owned subsidiary
Permatech, offers Electronic Manufacturing Services (EMS) to a wide
range of customers. Permatech's offering includes Materials
Management, Printed Circuit Board (PCB) Assembly, Testing and
Design services.
Permatech operates from a 20,000 square foot, ISO 9001:2000
certified facility in North York, Ontario, Canada. The company
serves customers in the Medical, Power, Computer,
Telecommunication, Wireless, Industrial and Consumer Electronics
markets requiring high quality, quick-turn, small and medium size
production runs.
Cautionary Note Regarding Forward-Looking Statements: This press
release contains forward-looking statements that involve risks and
uncertainties, which may cause actual results to differ materially
from the statements made. When used in this document, the words
"may", "would", "could", "will", "intend", "plan", "anticipate",
"believe", "estimate", "expect" and similar expressions are
intended to identify forward-looking statements. Such statements
reflect our current views with respect to future events and are
subject to such risks and uncertainties. Many factors could cause
our actual results to differ materially from the statements made,
including those factors discussed in filings made by us with the
Canadian securities regulatory authorities. Should one or more of
these risks and uncertainties, such as changes in demand for and
prices for the products of the Company or the materials required to
produce those products, labour relations problems, currency and
interest rate fluctuations, increased competition and general
economic and market factors, occur or should assumptions underlying
the forward looking statements prove incorrect, actual results may
vary materially from those described herein as intended, planned,
anticipated, or expected. We do not intend and do not assume any
obligation to update these forward-looking statements, except as
required by law. The reader is cautioned not to put undue reliance
on such forward- looking statements.
Neither TSX Venture Exchange nor its Regulation Services
Provider (as that term is defined in the policies of the TSX
Venture Exchange) accepts responsibility for the adequacy or
accuracy of this release.
Contacts: ZTEST Electronics Inc. Ted Drzazga CEO (416) 297-5155
info@ztest.com
Ztest Electronics Inc. (TSXV:ZTE)
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