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File: 20181217 PP&LOI .pdf

                                ZTEST ELECTRONICS INC.
                                 523 McNICOLL AVENUE
                                 NORTH YORK, ONTARIO
                                        M2H 2C9
PRESS RELEASE
FOR IMMEDIATE RELEASE



    ZTEST ANNOUNCES PROPOSED STRATEGIC INVESTMENT AND PRIVATE
                           PLACEMENT

Toronto, Ontario, December 17, 2018 - ZTEST Electronics Inc., (CSE:ZTE) today announced
that it has entered into a non-binding letter of intent (the "LOI") to invest $293,200 CDN in
exchange for a 27.14% equity ownership interest in Twenty49 Ltd ("Twenty49"), based in
Waterloo, Ontario, and operating in the US through its wholly owned subsidiary. Twenty49 is a
technology company, developing technology for 4 business units:

   (i)     Data420, Fiscal420 and AI420 which focus on collecting information through
           proprietary hardware and software, and then packaging and selling data to all
           operational levels of the cannabis industry; and
   (ii)    (ii) Fiscal420 which will provide US cities and townships with the ability to
           automate the collection of cannabis sales taxes from all companies selling cannabis in
           their jurisdictions.

Among other things, the LOI provides that ZTE will have certain pre-emptive rights with respect
to future offerings of Twenty49 securities, and a right of first refusal on any sales or other
transfers of Twenty49 shares among existing Twenty49 shareholders, as well as representation
on the board of Twenty49. The LOI also contemplates that ZTE's subsidiary, Permatech
Electronics Corp., will have certain rights with respect to the manufacture of electronic hardware
for Twenty49 and that Twenty49 will have the right to obtain a non-exclusive license, on
commercially reasonable terms, to use the distributed ledger software developed by
Conversance Inc., in connection with its business. Conversance is a Waterloo, Ontario based
software company in which ZTE currently holds a 25.29% equity interest.

In connection with the completion of the Twenty49 investment, ZTE proposes to complete a
non-brokered private placement of up to 1,700,000 units (each unit consisting of one common
share and one-half a common share purchase warrant) at an issue price of $0.30 per unit, for
aggregate proceeds of $510,000. Each whole warrant is exercisable for one additional common
share of ZTE at an exercise price of $0.40 during the period of 18 months from closing of the
financing.
 Eligible Finders may receive up to 7% of the value of proceeds of the sale of units in cash and up
to 7% of the number of units sold in the form of broker warrants. Each broker warrant issued in
respect of the sale of units entitles the holder to acquire one (1) common share of ZTEST at
$0.30 for a period of eighteen (18) months from the closing of the financing.

All securities issued pursuant to the above referenced financing are subject to a statutory four
month hold period.

The completion of the strategic investment is conditional upon ZTE raising at least $350,000
pursuant to the private placement and is subject to a number of terms and conditions, including
completion of satisfactory due diligence, negotiation of mutually acceptable definitive
agreements, and the receipt of all required board and regulatory approvals.

Steve Smith, Chief Executive Officer, of ZTE commented as follows: "Every business today is
operating in the world of big data. One of the greatest tasks any industry faces isn't obtaining
material on customers, products, or sales. Rather, it's drawing something beneficial from the data
they're already amassing. ZTEST is pleased to be working with David Hwang and his team to
assist with the launch of their proprietary software and hardware products"

About Twenty49 Technologies Inc.

Twenty49, based in Waterloo, Ont., and founded by David Hwang, is focused on providing a
suite of technologies that enable Cannabis entities to boost operational efficiencies and increase
revenues. Mr. Hwang is a physicist by training with a wide-ranging background including startup
CEO (with several successful exits mostly in the Hospitality space), Hedge Fund Quant, and
Cannabis entrepreneur. Mr. Hwang will be leveraging his data monetization experience in
hospitality technology and simply applying these past learnings to the nascent Cannabis vertical.
Mr. Hwang is a sought-after speaker on the subject of data monetization (TEDx Raleigh,
BigDataTech Talks, etc.) and has received several honors including; RSPA Most Innovative
Solution Award, Big Data Innovation Summit (Finalist).

Mr. Hwang commented as follows: "Data is where business optimization begins. Without data,
we are left to guess and blindly react rather than plan and optimize. We are very pleased to be
working with the ZTEST team on improving our current software and hardware stacks. These
improvements will enhance the ability of customers to collect data and benefit from world
leading process improvements."

About ZTEST Electronics Inc.

ZTEST Electronics Inc., through its wholly owned subsidiary Permatech Electronics Corp.
("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 9001:2015
certified facility in North York, Ontario, Canada. The company serves customers in the Medical,
Power, Computer, Telecommunications, Wireless, Industrial and Consumer Electronics markets
 requiring high quality, quick-turnaround, small and medium size production runs. ZTEST also
holds a 25.29% equity interest in Conversance Inc. ("Conversance").

About Conversance Inc.

Conversance, a private company based in Waterloo, Ont., founded by Mr. Chen, is focused on
developing and marketing proprietary artificial-intelligence supported distributed ledger
technologies. Mr. Chen is an electrical engineer with a strong background in radio frequency,
digital signal processing, VLSI (very-large-scale integration), complex systems, chemistry and
physics. Mr. Chen joined Research in Motion (now BlackBerry) in 1999, becoming a senior
member of the office of the chief technology officer, where he was instrumental in many of
Blackberry's key telephony innovations and patents. While at BlackBerry, the office of the CTO
first began looking into blockchain in 2008.

For more information contact:

Steve Smith, CEO
(604) 837-3751
email: stevesmith15@shaw.ca


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not accept responsibility for the adequacy or accuracy of this release.