Mr. Steve Smith reports

ZTEST ANNOUNCES CLOSING OF DEBT SETTLEMENT

Ztest Electronics Inc., further to its press release dated Nov. 2, 2023, has settled an aggregate of $357,490 of debt owed to two officers and one director of the company, and one other creditor, for management fees and directors fees, in consideration for the issuance of 4,468,625 common shares of the company at a price of eight cents per share.

All securities issued pursuant to the closing of the debt settlement are subject to a statutory hold period expiring on March 25, 2024.

The insider debt settlements are exempt from the valuation and minority shareholder approval requirements of Multilateral Instrument 61-101 by virtue of the exemptions contained in sections 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 company to be issued to insiders does not exceed 25 per cent of its market capitalization.

Early warning disclosure regarding Steve Smith

Mr. Smith, president, chief financial officer and a director of the company, has acquired 2,875,000 common shares pursuant to the debt settlement.

Immediately prior to the completion of the debt settlement, Mr. Smith beneficially owned, directly or indirectly, or exercised control or direction over, 1,075,000 common shares and 200,000 stock options to acquire common shares exercisable at 10 cents per common share until Sept. 30, 2027, representing approximately 4.03 per cent of the issued and outstanding common shares on a non-diluted basis and 4.74 per cent on a partially diluted basis.

Immediately following the closing of the debt settlement, Mr. Smith now beneficially owns, directly or indirectly, or exercise control or direction over, 3.95 million common shares and the stock options, representing approximately 12.67 per cent of the issued and outstanding common shares on a non-diluted basis and 13.23 per cent on a partially diluted basis.

Mr. Smith has advised that the common shares were acquired for investment purposes and that he has no present intention to either increase or decrease his holdings in the company. Notwithstanding the foregoing, he has advised that he may increase or decrease his beneficial ownership, control or direction over common shares of the company through market transactions, private agreements, exercise of warrants, other treasury issuances or otherwise.

This news release is issued pursuant to National Instrument 62-103 -- The Early Warning System and related Take-Over Bid and Insider Reporting Issues of the Canadian Securities Administrators, which also requires an early warning report to be filed with the applicable securities regulators containing additional information with respect to the foregoing matters. A copy of this early warning report in respect of this transaction will be available on Ztest's issuer profile on SEDAR+.

About Ztest Electronics Inc.

Ztest Electronics, 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 and testing services. Permatech operates from a 20,000-square-foot, ISO 9001:2015-certified facility in North York, Ont., Canada. Permatech is a contract manufacturer of complex circuit boards, serving customers in the medical, power, computer, telecommunications, wireless, industrial, trucking, wearables and consumer electronics markets. It specializes in servicing customers that are looking for high yield and require high-quality and rapid turnaround on low-volume and mid-volume production of high-complexity products.