Mr. Hubert Lau reports
TRUSTBIX INC. ANNOUNCES CLOSING OF PREVIOUSLY ANNOUNCED PRIVATE PLACEMENT
Trustbix Inc. has closed the company's previously announced non-brokered private placement, as announced on July 9, 2026, Aug. 25, 2026, Sept. 22, 2026, and Oct. 22, 2026. Pursuant to the private placement, the company issued 22.7 million units at a price of one cent per unit for gross proceeds of $227,000, subject to final acceptance by the TSX Venture Exchange.
Each unit is composed of one common share in the capital of Trustbix and one common share purchase warrant, whereby each warrant entitles the holder to purchase one common share at a price of five cents for a period of two years from the date of closing. If the closing price of the common shares on the principal market on which such shares trade is equal to or exceeds 10 cents per common share for 20 consecutive trading days, Trustbix will have the right to accelerate the expiry date of the warrants. In the event of acceleration, the expiry date will be accelerated to a date that is 30 days after the date that the company has issued a press release announcing the exercise of the acceleration right; and thereafter, no further notification will be provided by Trustbix to the subscribers.
The proceeds will be used for general working capital purposes, including, but not limited to, financing product development and commercialization, potential strategic acquisitions of companies, and inventory procurement to support growth and operations, and repayment of debt.
The securities issued under the private placement are subject to a four-month-and-one-day hold period from the time of closing of the private placement. No finders' fees or other compensation was paid in connection with the private placement.
A director of the company participated in the private placement. The director acquired an aggregate total of 500,000 common shares for $5,000. The participation of the insider in the private placement constitutes a related-party transaction within the meaning of Multilateral Instrument 61-101 (Protection of Minority Security Holders in Special Transactions). The board of directors of the company determined that the transaction is exempt from the formal valuation and minority shareholder approval requirements contained in sections 5.5(a) and 5.7(1)(a) of MI 61-101 for the related-party transaction as neither the fair market value of securities issued to the insiders nor the consideration paid by the insiders exceeded 25 per cent of the company's market capitalization.
Upon closing the private placement, Summerhill Investment Corp. became an insider to the company holding 12.10 per cent of the common shares of the company.
The common shares issued under the private placement have been sold to investors pursuant to prospectus exemptions available under National Instrument 45-106, including exemptions for: accredited investor; employee, executive officer, director and consultant; family, friends and business associates; and existing securityholders.
About Trustbix Inc.
Trustbix is an agricultural technology company providing Gate to Plate solutions to create a world where there is more trust and less waste and sustainable practices are rewarded.
We seek Safe Harbor.
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