Ms. Kristine Lewis reports

NTG CLARITY NETWORKS INC. ANNOUNCES SHARES FOR DEBT PRIVATE PLACEMENT CLOSING

NTG Clarity Networks Inc. has closed the previously announced private placement of 7.2 million common shares of the company at a deemed price of five cents per share to settle indebtedness of $360,000 owed to employees, senior officers, directors and consultants of the company. The transaction will help NTG reduce it debts and improve its balance sheet.

The share-for-debt transaction was a related party transaction within the meaning of applicable Canadian securities laws as the subscribers included directors and officers of the company who subscribed for an aggregate of 5.16 million common shares in settlement of indebtedness of $258,000. The board of directors of the company (excluding the interested parties) approved the transaction. The transaction was exempt from valuation and minority approval requirements applicable to related party transactions on the basis that the value of the transaction was less than 25 per cent of the company's market capitalization.

The company was not in a position to file a material change report more than 21 days in advance of closing as the creditors had not confirmed their participation at that time.