Edmonton, Alberta--(Newsfile Corp. - April 17, 2026) - TrustBIX Inc. (TSXV: TBIX) ("TrustBIX" or the "Company") is pleased to announce that, further to its press release dated February 24, 2026, it has entered into definitive share purchase agreements dated April 15, 2026 (the "Definitive Agreements") to acquire 100% of the issued and outstanding shares of Zen Cyber Ltd. ("Zen Cyber") and xFacilitator Inc., operating as WILDCARD MSP ("WILDCARD") (collectively, the "Transactions").
As previously disclosed, Zen Cyber is a cybersecurity consulting firm and WILDCARD is an IT managed services provider focused on small and medium-sized businesses.
Under the terms of the Definitive Agreements, the Company will acquire:
- 100% of Zen Cyber in exchange for up to 6,250,000 consideration units; and
- 100% of WILDCARD in exchange for up to 1,000,000 consideration units
Each consideration unit (a "Consideration Unit") will consist of one (1) common share in the capital of the Company (a "Common Share") and one (1) common share purchase warrant (a "Warrant"), with each Warrant entitling the holder to acquire one (1) Common Share at a price of $0.08 for a period of two (2) years from the date of closing.
The Consideration Units will be issued at a deemed price of $0.02 per Consideration Unit. The vendors of Zen Cyber and WILDCARD are arm's length parties to the Company. No finder's fees are payable in connection with the Transactions.
Zen Cyber Acquisition
The Consideration Units payable in connection with the Zen Cyber acquisition will be issued as follows:
- 1,250,000 Consideration Units upon closing; and
- up to 5,000,000 Consideration Units upon the achievement of certain performance milestones, including aggregate revenue of at least $715,000 and profit of at least $100,000 within twelve (12) months following the closing date.
Jamie Swanson, CEO of Zen Cyber stated, "We are excited to join the TrustBIX team. Zen Cyber's scalable cybersecurity model gives us the depth and reach to expand professional services for the agricultural community, accelerating the delivery of critical security solutions where they are needed most."
WILDCARD Acquisition
The Consideration Units payable in connection with the WILDCARD acquisition will be issued as follows:
- 200,000 Consideration Units upon closing; and
- up to 800,000 Consideration Units upon the achievement of certain performance milestones, including aggregate revenue of at least $150,000 and profit of at least $20,500 within twelve (12) months following the closing date.
Alex Kagel, CEO of WILDCARD stated, "Becoming part of TrustBIX allows WILDCARD to scale with the agricultural sector, strengthening the IT infrastructure that supports modern, data-driven operations."
If such milestones are not achieved within the initial twelve (12)-month period, the Company may, at its sole discretion, extend the milestone period for up to an additional six (6) months.
The closing of the Transactions is subject to a number of terms and conditions, including without limitation, the parties obtaining all necessary consents, orders and regulatory approvals, including approval of the TSX Venture Exchange ("TSXV"), and certain other customary closing conditions.
All securities issued under the Proposed Transaction, including any Common Shares issued upon exercise of the Warrants, will be subject to a statutory four-month and one-day hold period in accordance with applicable Canadian securities laws.
About TrustBIX
TrustBIX is an agricultural technology company providing Gate to Plate solutions to create a world where we trust more, waste less, and reward sustainable practices.
www.trustbix.com
Forward-Looking Information
This press release contains certain forward-looking information and reflects the Company's present assumptions regarding future events. These statements involve known and unknown risks, uncertainties, and other factors that may cause the Company's actual results, levels of activity, performance, and/or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by these forward-looking statements.
Certain statements contained in this document constitute forward-looking statements and information within the meaning of the applicable Canadian securities legislation. When used in this document, the words "may", "would", "could", "should", "will", "intend", "plan", "propose", "anticipate", "believe", "forecast", "estimate", "expect" and similar expressions used by any of the Company's management, are intended to identify forward-looking statements. Forward-looking statements in this press release include, but are not limited to, statements in respect of the entering into of the Definitive Agreement and the terms thereof and the completion of the Proposed Transaction. Such statements reflect the Company's internal expectations, future growth, performance and business prospects and opportunities and are based on information currently available to the Company. Since they relate to the Company's current views with respect to future events, they are subject to certain risks, uncertainties and assumptions. Many factors could cause the Company's actual results, performance or achievements to be materially different from any future results, performance or achievements that may be expressed or implied by such forward-looking statements. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements. The Company does not intend, and does not assume any obligation, to update any such factors or to publicly announce the result of any revisions to any of the forward-looking statements contained herein to reflect future results, events or developments except as required by applicable securities legislation, regulations or policies.
FOR MORE INFORMATION CONTACT:
Mr. Hubert Lau
President and CEO
Telephone: (780) 456-2207
Email: info@trustbix.com
Neither the 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 of accuracy of this release.
To view the source version of this press release, please visit https://www.newsfilecorp.com/release/293045
Source: TrustBIX Inc.
