Mr. Hubert Lau reports
TRUSTBIX INC. ANNOUNCES LETTERS OF INTENT TO ACQUIRE 100% OF ZEN CYBER LTD. AND 100% OF WILDCARD MSP
Trustbix Inc. has signed two non-binding letters of intent (LOIs), both dated Feb. 20, 2026, to acquire Zen Cyber Ltd., a private Canadian company, and xFacilitator Inc., operating as Wildcard MSP, a private Canadian company. These LOIs are intended to allow Trustbix and its subsidiaries to expand their abilities to support agricultural businesses.
Zen Cyber proposed transaction overview
Zen Cyber is a cybersecurity consulting company focused on working with businesses to ensure their processes meet with privacy and cybersecurity best practices and compliance.
Under the terms of the LOI with Zen Cyber, Trustbix will acquire 100 per cent of the issued and outstanding shares of Zen Cyber in exchange for issuing up to 6.25 million consideration units (as defined below) of the company to Zen Cyber on the closing date, subject to the conditions to be contained in the definitive agreement (as defined below).
Following completion of the Zen Cyber proposed transaction, Jamie Swanson, the chief executive officer of Zen Cyber, is expected to continue as president of Zen Cyber, reporting to Trustbix's chief executive officer.
Wildcard proposed transaction overview
Wildcard is an IT (information technology) managed service provider simplifying IT support and making it accessible to many small business owners whom traditional providers are leaving behind.
Under the terms of the LOI with Wildcard, Trustbix will acquire 100 per cent of the issued and outstanding shares of Wildcard in exchange for issuing up to one million consideration units of the company to Wildcard on the closing date, subject to the conditions to be contained in the definitive agreement.
Following completion of the Wildcard proposed transaction, Alex Kagel, the CEO of Wildcard, is expected to continue as president of Wildcard, reporting to Trustbix's chief executive officer.
Each unit will comprise 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 eight cents for a period of two years from the date of closing of the respective proposed transaction.
Trustbix and Zen Cyber, and Trustbix and Wildcard, respectively, have agreed to make their best efforts to negotiate and execute a definitive agreement on or before March 20, 2026. There can be no assurance that the definitive agreements will be executed or that either the Zen Cyber proposed transaction or Wildcard proposed transaction will be completed as contemplated or at all. Completion of these proposed transactions are subject to, among other matters, due diligence review by Trustbix, board approvals by each respective party, the receipt of all applicable third party approvals (including the approval of the TSX Venture Exchange) and signing of the definitive agreements. Trustbix will issue a news release updating this information and providing more detail on the parties and finalized terms once the definitive agreements has been concluded.
No finder's fee is expected to be payable in connection with the proposed transactions.
Hubert Lau, CEO of Trustbix, stated, "We are excited to consolidate more technology depth and talent into our company allowing us to offer more support to our agricultural businesses, partners and customers."
About Trustbix Inc.
Trustbix is an agricultural technology company providing Gate to Plate solutions to create a world where pepole trust more, waste less and reward sustainable practices.
We seek Safe Harbor.
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